HomeMy WebLinkAboutContract 45296 cffy SEC
CONTL'A4&
ECONOMIC DEVELOPMENT AGREEMENT
This ECONOMIC DEVELOPMENT PROGRAM AGREEMENT
("Agreement":) is entered into by and between the CITY OF FORT WORTH, TEXAS
(the "City"), a home rule municipality organized tinder the laws of the State of Texas,
and WAL,-NIART'.COM LISA, LLC, a California limited liability company
"Company").
RECITALS
The City and Company thereby agree that the following statements are true and
correct and constitute the basisupon which the City and Company have entered into this
Agreement
A. Company its Affiliates ("Wai-Mart") collectively comprise a major
multinational retail organization. An increasingly large percentage of Wal-Dart's retail
sales are conducted online, and Duval.-Mart is seeking to expand its operations in girder to
meet this increased demand. In return for the economic development incentives set forth
in this Agreement, Company is willing to lease real property currently or hereafter owned.
by AT Industrial Owner 7, LL C, a Delaware limited liability company, and located at
,530�O Westport Parkway in the City (the "Development Property"), as more specifically
depicted and described in Exhibit "A", attached thereto and thereby made a part of this
Agreement for all purposes, and to redevelop an existing, vacant building of
approximately 788,000 square feet located on the Development property for use as an e-
c ommeree fulfillment center for, the processing of al-Mart's online retail orders (the
"Development"). The lease between AT Industrial Owner 7, L,LC and Company (the
"Lease") will include terms and conditions consistent with those outlined in Exhibit
"B". attached hereto and thereby made a part of this Agreement for all purposes.
B. The Development will benefit the City by repurposing a currently-vacant
'building into a viable commercial operation with significant opportunities for
employment and tax base growth. As recommended by the City's 2013 Comprehensive
Plan, adopted by the City Council pursuant to Ordinance No. 20644- -2013 the
"Comprehensive Plan"), and in accordance with Resolution n .. 3716-03-2009, the City
has established an economic development program pursuant to which the City will, on a
ease-by-ease basis, offer economic incentives authorized by Chapter 381 of the Texas
Local Government Code that Include monetary loans and grants of public phoney, as well
as the prevision of personnel and services of the City, to businesses and entities that the
City Council determines will promote state or local economic development and stimulate
business and commercial activity in the City in return for verifiable commitments fi- m
rn such businesses or entities to cause specific employment and tlher public benefits to be
made or invested in the City (the "380 Program").
rn
orflCIALL:RE]Colto
Rage I tIF: FIr
C1 YSIC
T ARY
�ccr�
c
5F.C.RETAR
�
t'Pr gm�gren lent CITY R Jr)t
between City Fort Worth wid" l- rt. om USA,L ..., Parkway), " WC) T"J
FTV10R1rJ4 1rX
C. The City has determined, that the feasibility of the Development is
contingent on Conipany's receipt of the Program Grants, as provided in this Agreement.
The City Council has deters-nined that the Development will benefit and stimulate the
Decal economy and that the 380 Program is an appropriate means to achieve the
Development. In addition,, the City Cotincil has determined that by entering into this
Agreement the potential economic benefits that will accrue to the City under the terms,
and conditions of this Agreement are consistent with the City's economic development
objectives, as outlined in the Comprehensive Plan. This Agreement is authorized by
,Chapter 380 of the Texas Local Government Code.
NOW, THEREFORE, in consideration of the inutual benefits and prornises,
contained herein and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties,agree as follows:
AGREEMENT
11 INCORPORATION OF RECITALS.
The City Council has found, and the City and Company hereby agree, that the
recitals, set forth above, are true and correct and forrn -the ha it upon which the parties
have entered into this Agreement.
2, DEFINITIONS,
In addition to other terms defined in the body of this Agreement, the following
terms shall have the definitions ascribed to them as follows:
3801 Program has the meaning ascribed tolt in Recital. B.
Affiliate(s) means all entities, 'incorporated or otherwise, under common control
with, controlled by or controlling Company. For purposes, of this definition, "control"
means fifty percent (50%,) or more of the ownership determined by either value or vote.
Base Grant Perce has the meaning ascribed to it in Section 5.1.
Central Cli means the area of the corporate limits of the City within Loop 820
(i) consisting of all Community Development Block Grant ("CD BG")-eligible census
block groups'; (ii) all enterprise zones, designated as such pursuant to the 'rexas
Enterprise Zone Act, Chapter 2303, Subehapter,F of the Texas Government Clode; (iii) all
census block groups that are contiguous by seventy-five percent (75%) or more of'their
perimeters to CDBG-eligible block groups or enterprise zones, as well as any CD
eligible block in the corporate limits of the City outside Loop, 820, as more specifically
Page 2
Economic Development Program Agreement
between City of Fort Worth and Wal-Mart.com USA,LLC(5130�O Westport Parkway)
depicted in the map attached hereto as Exhibit "C"', attached hereto and hereby made a
part off`this Agreement for all purposes.
Central C y EMpLoyinent Commitment has the meaning ascribed to it in
Section 4.5.
Central City Effilpi,21ment Percent e has the meaning ascribed to it in Section
5.4.
Central City Resident means an individual whose principal place of residence is
at a location within the Central City.
Devel2pment has the meaning ascribed to it in Recital A.
D,evellopment Personal Pro,perty Tax Revenues,means City ad valorem taxes on
New Taxable Tangible Personal Property located on the Development Property. The
taxable appraised value of New Taxable Tangible Personal Property located on the
Development Property for any given year will be established solely by the appraisal
district that has jurisdiction over the Development Property at the time.
Development Property has the meaning ascribed to it in Recital A.
Development Real Property Tax Revenues means City ad valorem taxes on the
Development Property and any improvements located thereon minus the taxes
attributable to the blase collective taxable appraised value of the Development Property
and any improvements located thereon for the 2013 tax year, which base collective
taxable appraised value is $748,,274.00. The taxable appraised value of the Development
Property and any improvements located thereon for any given year will 'be established
solely by the appraisal district that has imisdiction over the Development Property at the
time.
Director, means, the director of the City's Housing and Economic Development
Department or his authorized designee.
Effective Date has the meaning ascribed to it in Section 3.
Fort Worth Certified M/WBE Corn are means a minority- or woman owned
business that(i) has received certification as either a minority business enterprise (MBE),
a woman business enterprise (WBE) or a disadvantaged business enterprise (DBE) by the
North Central Texas Regional Certification Agency (NCTRCA); (ii) has a principal
business office located within the corporate limits of the City that performs la
commercially useful function; and (iii) has provided from such office the services or sales
that Company is seeking to have counted under-this Agreement.
Page 3
Econoniic Development Program Agreement
between City of*Fort Worth and Wal-Mart.com USA,LLC(5300 Westport Parkway)
fort Worth Compa means a, busines,s, that has a principal office located within
the corporate limits of the City that performs a coma-nercially useful function and that
provides the services that Company is seeking to have counted under this Agreement.
Fort Worth Ens plo,lwent Commitment has the meaning ascribed to it in
Section 4,.4.
Fort Worth Emloyment Pereenta= has the meaning ascribed to it in Section
5.3.
Fort Worth Resident means an individual whose principal place of residence is
at a location within the corporate limits, of the City.
Fort Worth Supply ,,and Service pend*nt S, I ommitment has, the meaning
C
ascribed to it in Section 4.6.
Fort Worth Suppl, ice Spend'
. , y and Serv* ing Pere hasthe meaning ascribed
to it in Section 5.5.
Full-ti me Job means a Job provided to one (1) individual by Wal-Mart or
Operator for at least thirty-six (36) hours per week and that are entitled to the same
employee benefit arrangements as other employees who are within, the same Job
classification and similarly situated.
Lease has the meaning ascribed to it in Recital A.
M Supply and Service Percenta has the meaning ascribed to it in
Section 5.6.
MIWBE Supply and Service uding Commitment has the meaning ascribed
to it in Section 4.7.
New Taxable Tangible Personal PropeEll means any personal property that Ci)
is subject to ad valorem taxation by the City on or after the Effective Date; (ii) is located
on the Development Property; (iii) is owned or leased by Company or Operator; and (iv)
was not located in the City or subject to ad valorem taxation by the City prior to the
Effective Date of this Agreement.
Operator, means an entity that oversees operation and maintenance of the
Development pursuant to an agreement or agreements between such entity and Wal-Mart.
Overall Employment Commitment has the meaning ascribed to it in Section
4.3.
Overall Employment ,Percents has the meaning ascribed to it in Section 5.2.
Page 4
Econornic Development Program Agreement
between City of`; rt Worth and Wal-Mart.com USA,LLC(5300 Westport Parkway)
Personal PfUerty Commitment has the meaning ascribed to it in Section 4.2.
P,rop, am Grants means the annual economic developnient grants paid by the
City to Company in accordance with this Agreement and as part of the 380 Program.
Pr ram Source, Funds means an,amount of City fLinds available for inclusion in
a given Program Grant, which shall equal the Development Real Property Tax Revenues,
plus the Development Personal Property Tax Revenues received by the City during the
Twelve-Month Period ending in the sarne year in which the Program Grant is payable-,
provided
however that if the Lease is amended oi- interpreted by the parties thereto in
any way, or any other arrangen-lent is instituted between the parties, so that at any time
daring a given Twelve-Month Period Company is not required to pay or reimburse to the
landlord all real property taxes on the Development Property and all improvements
thereon, the Program Source Funds available for the Program Grant payable in the same
year as the year in which such Twelve :Month Period ends shall equal only the
Development Personal Property Tax Revenues received by the City during that Twelve
Month Period.
Records has the meaning ascribed tolt in Section 4.9.
S-Upply and Service Expenditures means all expenditures by Wal-Mart
expended directly for the physical operation and maintenance of the Development,
excluding amounts, p�a,ict tor electric, gas, water and any other utility services as well as
any amounts paid for temporary direct labor on the Development Property. Supply and
Service Expend. tures include those sums paid by Wal-Mart to Operator directly for
operation and maintenance of the Development as well as those costs that Company has
paid or reimbursed its landlord under the Lease regarding Company's proportionate share
of all costs, expenses and disbursements, that such landlord has incurred in co�nnection
with the ownership, operation and maintenance of the Development Property. Supply
and Service Expenditures specifically exclude any sums paid by Company for packing
and shipping supplies, including, but not limited to, boxes, envelopes, packing fill, labels,
adhesive and tape, that are used as part of Company's business operations, on the
Development Property.
Term has the meaning ascribed to it in Section 3.
Twelve-Month Period means the period between February I of a given year and
January 31 of the following year.
Wal-Mart has the meaning ascribed to it in Recital, A.
I TERM.
This Agreement shall be effective as of the date of execution by both parties (the
"Effective Date") and, unless terminated earlier pursuant to and in accordance with this
Page 5
Economic Development Program Agreement
between City of Fort Worth and Wal-I"' artcom USA, LL C(5300 Westport Parkway)
Agreement, shall expire on the date as of which the City has paid all Program Grants
required hereunder (the "Term"').
COMPANY OBLIGATIONS AND COMMITMENTS.
4.1. Use of Devel-2pment Pin erty.
Company will use the Development Property for use as general office and
industrial/warehouse purposes, connected with the receiving, storing, shipping and
selling of Wal-Mart's products, materials and merchandise, including, but not
limited to, an e-commerce fulfillment center for the processing of oval-Mart's
online retail orders throughout the Term of this Agreement.
4.2. Personal Property Improvements.
Company covenants and agrees that New Taxable Tangible Personal
Property having a value of' at least Eighteen Million Dollars ($18,0001,000.010�)
must be in place on the Development Property by January 1, 2014, as determined
solely by the appraisal district having jurisdiction over the Development Property
at that time the "Personal Property Commitment").,
4.3. Overall Employment Comniftment.
The following levels of overall employment must be met for the calendar
years, specified below (for each year referenced, the "Overall Employment
Coturnitment'l):
43.1. 201 .
The Overall Employment Commitment for 2014 will be met if at
least 250 Full-time Jobs, were provided and filled on the Development
Property in calendar year 2014.
4.3.2. 2015,
The Overall Employment Commitment for 2015 will be met if at
least 300 Full-time Jobs were provided and filled on the Development
Property by the end of calendar year 2015.
4.31.3, 2016.
The Overall Employment Commitment for 2016 will be net if at
least 350 Full-time Jobs were provided and filled on the Development
Property by the end of calendar year 20,16.
Page 6
Economic Development Program Agreement
between City of Fort Worth and Wal-mart.com USA,LLCM(5300 Westport Parkway)
4-3A. 2017-2023.
The Overall Employment Commitment Tor each year beginning in,
201 and ending in 202,3 will be met if at least 400 Full-time Jobs were
provided and filled on the Development Property by the end of each of
those calendar years.,
4.4. Fort Worth EmpI21ment Commitment,,
The fallowing levels of employment for Fort Worth 'Residents must be
met for the calendar years specified below (for each year referenced, the "Fort
Worth, Employment Commitment"):
4.4.1. 2014'.
The Fort Worth Employment Commitment for 2014 will be met if
by the end of calendar year 2014 at least the greater of(i) 100 Full-time
Jobs or (Ii) forty percent (40%) of all Full-time Jobs on the Development
Property, regardless of the total number of Full-time Jobs, provided and
Idled on the Development Property, were held by Fort Worth Residents,.
4.4.2. 2015.
The Fort Worth Employment Commitment for 2015 will be met if
by the end of calendar year 2015 at least the greater of(i) 120 Full-time
Jobs or (ii) forty percent (40%) of all Full-time Jobs on the Development
Property, regardless of the total number of Full-time Jobs provided and
filled on the Development Property,were held by Fort Worth Residents.
4.4.3. 2 016.
The Fort Worth Employment Commitment for 2016 will be net if
by the end f'calendar year 2016 at least the greater of(i) 140 Full-time
Jobs or (ii) forty percent (401%) of all Full-time Jobs on the Development
Property, regardless of the total number of Full-ti me Jobs provided and
filled on the Development Property, were held by Fort Worth Residents.
4.4.4. 2017-202,31,
The Fort Worth Employment Commitment for each year beginning
in 2017 and ending in 2023 will be met if by the end of each of those
calendar years, at least the greater of(i) 160 Full-time Jobs or (ii) forty
percent (40%): of all Full-time Jobs on the Development Property,
regardless of the total number of Full-time Jobs, provided and fi lled on the
Development Property in the same years, were held by Fort Worth
Residents.,
Page 7
Econornic Development Prognani Agreement
between City of Fort Worth and Wal-Ma rt.com USA,LLC(5'300 Westport Parkway)
4.4.5. Co ante Measurements.
Determination of compliance with the Fort Worth Employment
Commitment each year will be based on the employment data provided to
the City pursuant to Section 4.8.2 for the year Linder evaluation. Full-time
Jobs held by Fort Worth Residents shall also count as Full-time Jobs for
purposes of measuring the applicable Overall Employment Commitment
outlined in Section 4.3.
4.5. Central City Employment Commitment.
The following levels, of employment for Central City Residents, must be
met for the calendar years specified below for each year referenced, the "Central
City Employment Commitment").
4.5.1. 2014.
The Central City Employment Conimitment for 2014 will be met if
in calendar year 2014 at least the greater of) 13 Full-time Jobs or (ii)
five percent (5%) of all Full-time Jobs on the Development Propertwy,
regardless of the total number of FLIII-tinge Jobs provided, and filled on the
Development Property, were held by Central City Residents.
4,.5.2. 2015.
The Central City Employment Commitment for 2015 will be met if
by the end of calendar year 20,15 at least the greater of(i) 15 Full-time
Jobs or (ij) five percent ('50NO) of all Full-time Jobs on the Development
Property, regardless of the total number of Full-time Jobs provided and,
filled on the Development Property, were held by Central City Residents.
4-5.3. 20161.
The Central City Employment Commitment for 2016 will be met if
by the end of calendar year 2016 at least the greater of(1) 18 Full-time
Jobs or (ii) five percent (5%) of all Full-time Jobs on the Development
Property, regardless of the total number of Full-time Jobs, provided and
filled on the Development Property,were held by Central City Residents.
4-5.4. 2017-2023.
The Central City Employment Commitment for each year
beginning in 2017 and ending in 2023 will be met if by the end of each of
those calendar years at least the greater of(i) 20 Full-time Jobs or (il) five
percent (5%) of all Full-time Jobs on the Development Property,
regardless of the total number of Full-time Jobs provided and filled on the
Page 8
Econornic Development Progran-i,Agreement
between City of Fort Worth and Wal-Martxorn USA,LLC(53100 Wcstp�o,rt Parkway)
uevelopment Property in the same years,, were held by Central City
Residents.
4.5.5. Compliance Measurements.
Determination of compliance with the Central City Employn-lent
Commitment each year will be based on the employment data provided to
the City pursuant to Section 4.8.2 for the year under evaluation. Full-time
Jobs held by Central City Residents shall also count as Full-time Jobs for
purposes of measuring the applicable Overall Employment Commitment
outlined in Section 4.3 and the Fort 'Worth Employment Commitment
outlined in Section 4.4.,
4.6. Suppi CommUment for Fort Worth
-y and Service Spendinj! I
Complanies.
Beginning in calendar year 2014, and in each year thereafter during the
Term, of this Agreement,, at least the greater of"(1) Two Hundred Ten Thousand
Dollars ($,210,0010.O in Supply and Service Expenditures or (ii) fifty-five
percent (55%) of all Supply and Service Expenditures, regardless of the total
amount of such Expenditures made in the year under evaluation, shall be
expended with Fort Worth Companies (the "Fort Worth Supply and Service
Spending, Commitment").
4.7. Supply and Service Spendine Commi.tment for Fort Worth Certified
M/WBE Co 0 N.,00
,Mpanicke
Beginning in calendar year 2014, and in each year thereafter during the
Term of this Agreement, at least the greater of*(1) "N''Inety-six Thousand Do:llars,
($96,000.00) in Supply and Service Expenditures or (,ii) twenty-five percent
(25%) of all Supply and Service Expenditures, regardless of the total amount of
such Expenditures made in the year under evaluation, shall be expended with Fort
Worth Certified M, /W`BE Companies the "M/WBE Supply and Service
Spending Commitment"). Dollars spent with Fort Worth Certified M/WBE
Companies shall also count as dollars spent with Fort Worth Companies for
purposes of measuring the Fort Worth Supply and Service Spending Commitment
outlined in Section 4,.6.
4.8�. Reports, and Fill"
4,.8.1. Personal Property Rep
In order for the City to track its obligations under this Agreement,
Company will notify the City in writing once it believes that the Personal
Property Commitment has been attained.
Page 9
Economic Development Program Agreement
between City of Fort,Worth and Wal-Mart.corn USA,LLC(5300,Westport Parkway)
4.8.2. Annual EMploy men t R C
On or before February 1, 2015 and of each year thereafter, in order
for the City to assess the degree to which the Overall Employment
Commitment, the Fort Worth Employment Commitment,, and the Central
City Employment Commitment for the previous calendar year were met,
Company shall, provide the Director with a, report in a form substantially
the same as that attached hereto as 'Exhibit "D'I that sets forth the total
number of individuals, Fort Worth Residents,, and Central City Residents
who held Full-time Jobs on the Development Property, all as of,December
31 of the previous year, together with reasonable supporting
documentation. Company understands and agrees that if any Full-time
Jobs on the Development Property were provided by an entity other than
Company, Company is ftilly responsible for obtaining from the employing
entity and providing to the City all documentation that may be required
hereunder.
4.8.3. Annual Sup i e Spend REport
.ply and Serv*c ing a
On or before Febl-Liary 1, 2015 and of each year thereafter, in order
for the City to assess the degree to which the Fort Worth Supply and
Service Spending Commitment and the M/WBE Supply and Service
Spending Commitment were net in the previous calendar year, Company
will provide the Director with a report in a form substantially the sarne as
that attached hereto as Exhibit "'E" that sets forth the aggregate Supply
and Service Expenditures made during such calendar year with Fort Worth
Companies and with Fort Worth Certified M/WBE Companies.
4e9* Audits.
The City will have the right throughout the Term to audit the financial and
business 'records and any other documents, of Wal-Mart and Operator that are
reasonably necessary to evaluate Company's compliance with this Agreement or
with the commitments set forth in this Agreement (collectively "Records").
Company shall cause Wal-Mart and Operator to provide Company with all such
Records of Wal-Mart and Operator for the purposes set forth in this Section 4.9.
Company shall. make all Records available to the City on the Development
Property or at another location in the City acceptable to both parties following
reasonable advance notice by the City and shall otherwise cooperate fully with the
City during any audit. To the fullest extent provided by law, the City shall keep
all such Records confidential and shall not disclose such Records, or information
contained therein, without the written consent of the owners of such Records, with
the understanding that it is fully understood and acknowledged that the City is
subject to Chapter 552, Texas Governivient Code, and that compliance with
Chapter 552, 'Texas Government Code shall, supersede any obligation of the City
under this Section 4.9.
Page 10
Econom,ic Development Pro rain Agreement
between City of Fort,Worth and wa[-mart.corn USA,LL.0(5300 Westport Pai-kway)
5. PROGRAM GRANTS,
�Company will be entitled to receive annual Program Grants from the City solely
in accordance with all the provisions of this Section 5. As more specifically set forth
herein., if the Personal Property Commitmeilt set forth in Section 4.2 is met, Company
will be entitled to receive ten (10) annual Program Grants, payment of which will begin
in 2015 and end in 2024. The amount of each Program Grant shall equal a percentage of
the Program Source Funds available for that Prograin Grant, which percentage will be
based on the extent to which the various commitments set forth in Section 4 were met in
the previous calendar year and, specifically, will equal the sum of the Base Grant
Percentage, the Overall Employment Percentage, the Fort Worth Employment
Percentage, the Central City Employment Percentage, the Fort Worth Supply and Service
Percentage and the M/WB,E Supply and Service Percentage, as defined in Section 5.1.,
5.25 5.31 5.41 5.5. and 5.6. In no event sha,11 any Program Grant exceed seventy-five
Percent (75%) of the Program Source Fronds available for that year's Program Grant.,
5.1. Attainment of Personal Proper L I
CommUment (30%,).
Provided that New Taxable Tangible Personal -Property having a cost of at
least Eighteen Million Dollars ($18,000,000.00) was in place on the Development
Property by January 1, 2014, as determined solely by the appraisal district having
jurisdiction over the Development Property at -that time, each annual Program
Grant will include thirty percent (30%) of the Program Source Funds available for
that year's Program Grant (the "Base Grant Percentage").
5.2. Overall Employment Commitment(U,p to 15%)1.
Each annual Program, Grant will include a percentage of the Program
Source Funds available for that ye�ar's Program Grant that is based oil Company's
compliance with the Overall Employment Commitment in the previous calendar
year, as outlined in Section 4.3 (the "Overall Employment Percentage"). The
Overall Employment Percentage for each Program Grant will equal the product of
fifteen percent (15%) multiplied, by the percentage by which the Overall,
Eniployment Commitment was met in the previous calendar year, which will be
calculated by dividing the actual number of Full-time Jobs provided and filled on
the Development Property in the previous calendar year by the applicable, number
of Full-time Jobs constituting the Overall Employment Commitment for the
previous calendar year, as outlined in Section 4.3. For example, the Overall
Employment Commitment for 2014 is 2510 Full-time Jobs. If only 200 Full-time
Jobs were provided and filled on the Development Property in 2014, the Overall.
Employment Percentage for the Program Grant payable in 2015 would be 12%
instead of 15% (or .15 x [2,00/250]), or .15 x .,80, or .12. 1f the Overall
Employment Commitment is met or exceeded in any given year, the Overall
Page I I
IE"Conornic Developinent Prograjii Agreernerit
between City of F -t W rid"oval-Martxorn USA,LL C(.5300:Westport Parkway)
Employment Percentage applicable the Program Grant payable in the following
year will equal fifteen percent(1 %).
5.3. Fort Worte Em fun to 10%
--ployment Commknien't
Each a.nnuual Program Grant will include a percentage of the Program
Source Funds available for that year"s Program Grant that is based on Company's
compliance with the Fort Worth Employment Commitment in the previous
calendar year, as outlined in Section 4.4 (the "Fort Worth Employment
Percentage"'). Tlle Fort Worth Employment Percentage for each Program Grant
will equal the product of ten percent (10%) multiplied by the percentage by which
the Fort Worth Employment Commitment was met in the previous calendar year,
which will be calculated by dividing the actual number of Full-time Jobs provided
on the Development Property that were filled by Fort Worth Residents in the
previous calendar year by the applicable number of Full-time Jobs constituting the
Fort Worth Employment Commitment for the previous calendar year, as outlined
in Section 4.4. For example, if 320 Full-time Jobs were provided and filled on the
Development Property in 2015, pursuant to Section, 4.4.2 the Fort Worth
Employment Commitment for 2015 would be 128 Full-time Jobs (40% of 32,0
Full-time Jobs). However, if only 120 Full-time Jobs provided oil the
Development Property in 2015 were filled with Fort Worth Residents, the Fort
Worth Employment Percentage for the Program Grant payable in 2016 would be
9.375% instead of 10% (or .10 x [120/128]1), or ,1 x .9375, or .09375. If the Fort
Worth Eniployment Commitment is met or exceeded in any given year, the Fort
Worth Employment Percentage applicable the Program Grant payable in the
following year will equal ten percent(10%).
5.4. Central Citv Empl2yment Commi"Imentlup to 10
Each annual Program Grant will. include a percentage of the Program
Source Funds available for that year's Program Grant that is based on Company's
compliance with the Central City Employment Commitment in the previous
calendar year, as outlined in Section 4,.5 (the "Central Employment
Percentage"). The Central City Employment Percentage for each Program Grant
will equal the product of ten percent (10%) multiplied by the percentage by which
the Central City Employment Commitment was met in the previous calendar year,
which will be calculated by dividing the actual number of Full-time Jobs provided
on the Development Property that were filled by Central City Residents, in the
previous calendar year by the applicable number of Full-time Jobs constituting the
Central City Employment Commitment for the previous calendar year, as outlined
in Section 4.5. For example, if 400 Full-time Jobs were provided and filled on the
Development Property in 20116, pursuant to Section 4.5.3 the Central City
Employment Commitment for 2016 would be 20 Full-time Jobs (5% of 400 Full
time Jobs). However, if only 15 Full-tinie Jobs ,provided on the Development
Property in 2016 were filled with Central City Residents, the Central City
Employment Percentage for the Program Grant payable in 2017 would be 7.5%
Page 12
Econornic Development Prograrn Agreement
between City of Fort Wortb and'oval-Mart,com USA,LLC(53100 Westport Parkway)
instead of 10% (or .10 x [15/20]), or .10 x .7 5, or .075. If the Central City
Employment Commitment is met or exceeded in any given year, the Central City.
Employment Percentage applicable the Program Grant payable in the fo!llowing
year will equal ten percent (10%).
5.5. For Worth, S and Service Spendin2(Up to 5%).
Each annual Program Grant will include a percentage of the Program
Source Funds available for that year's Program Grant that is based on Company"s
compliance with the Fort Worth Supply and Service Spending Commitment in the
previous calendar, year, as outlined in Section 4.6 (the "Fort Worth S,upply and
Service Percentage"). The Fort Worth Supply and Service Percentage for each
Program Grant will equal the product of five percent (5%) multiplied by the
percentage by which the Fort Worth Supply and, Service Commitment was met in
the previous calendar year, which wilt be calculated by dividing the amount of
Supply and Service Expenditures made with Fort Worth Companies in the
previous calendar year by the applicable dollar amount constituting the Fort
Worth Supply and Service Commitment for the previous calendar year, as
outlined in Section 4.6. For example, if Company expended $300,000.001 In
Supply and Service Expenditures in a given year, pursuant to Section .6 the Fort
Worth Supply and Service Commitment for that year Would be $210,000.00.
However, if Company made only $178,5010.001 in Supply and Service
Expenditures with Fort Worth Companies in that year, the Fort Worth Supply and
Service Percentage for the Program Grant payable in the following year would be
4.25% instead of 5% (or .05 x [$178,500/$200,000]),, car .05 x .85, or .04,25. If the
Fort Worth Supply and Service Commitment is met or exceeded in any given
year, the Fort Worth Supply and Service Percentage applicable the Program Grant
payable in the following year will equal five percent (5%).
5.6. Foirt Worth M/WBE Supply, and Service ndinp,(UP, to, 5%)#
Each annual Program Grant will include a percentage of the Program
Source Funds available for that year's Program Grant that is based on Company's
compliance with -the M/WBE Supply and Service Spending Commitment in the
previous calendar year, as, outlined in Section 4.7 the "M/WBE Su y and
Service Percentage"). The M/Vv'B,E Supply and ServIce Percentage for each
Program Grant will equal the product of five percent (5%) multiplied by the
percentage by which the M/WBE Supply and Service Commitment was met in the
previous calendar year, which will be calculated by dividing the amount of
Supply and Service Expenditures made with Fort Worth Certified M/WBE
Companies in the previous calendar year by the applicable doillar amount
constituting the M/WBE Supply and Service Commitment for the previous
calendar year, as outlined In Section 4.7. For, example, if Company expended
$400,000.00, in Supply and Service Expenditures in a given year, pursuant to
Section 4.7 the MIWBE Supply and Service Commitment for that year would be
$10,01,1000.00 (25% of$400,000). However, if Company made only $80,000.00 in
Page 13
Econornic Development Program Agreement
between City of Fort Worth and WA-mart.corn USA,LL (5300 Westport Parkway)
Supply and Service Expenditures with Fort Worth Certified M/WBE Companies
in that year', the M1VV_BE Supply and Service Percentage, for the Program Grant
payable in the following year would be 4% instead, of 5% (or .015 x
[$80,000/$100,000]), or .05 x, .80!, or .0:4. If the M/WBE Supply and Service
Commitment is met or exceeded in any given year, the M/WBE Supply and
Service Percentage applicable the Program Grant payable in the following year
will equal five percent (5%).
5.7. No Offsets.
A deficiency in attaini-tient of one commitment may not be offset by the
exceeding attainment of another commitment. For example, if in a given year the
Central City Employment Commitment failed to be met by six (6) Full-time Jobs,
but the Fort Worth Employment Commitment was exceeded by six (6) Fult-time
Jobs,, the Central City Employment Percentage applicable to the Program Grant
payable in the following year would still be reduced in accordance with Section
5.,4 on account of the failure to meet the Central City Employment Comiiiitment.
5.8. Deadline for Payments and Source of Funds.
The first Program Grant payable hereunder shall be paid by the City on or
before June 1, 201,5. Each subsequent annual Program Grant payme�nt will be
made by the City to Company on, or before June I of the year in which such
payment is due. It is understood and agreed that all Program Grants paid pursuant
to this Agreement shall come from currently available general revenues, of the
City and not directly from ad valorem taxes on the Development Property or
improvements thereon or on New Taxable Tarigible Personal Property that are
received by the City. CoMpany understands and agrees that any revenues of the
City other than those dedicated for payment of a given annual Program Grant
pursuant to and in accordance with this Agreement may be used by the City for
any lawful purpose that the City deems necessary in the carrying out of its
business as a home rule municipality and will not serve as the basis for calculating
the amount of any 'future Program, Grant or other obligation to Company.,
6. ADDITIONAL 380 PROGRAM BENEFITS.
6.1. Fee Credit.
Company has paid an economic development incentive application fee of
$5,000.00. From this fee, the City will give Company a credit of$3,000.00 that
Company may, apply toward any fees charged by the City in connection with the
Development on or before December 31, 2013. After December 31, 2013, any
unused balance of this credit will. be reffinded to Company within thirty (30) days
following receipt of a written request frorii Company.
Page 14
Economic Development Prograni Agreement
between City of Fort Worth and Wal-Mart.com USA,LLB` 5300 Westport Parkway)
6.2. Wal"ver of Certain Fees After Fee Credit Exhausted.
Company and its contractors will. be required to apply for and receive all
pen-nits and other licenses and certificates required by the City, with respect to the
Development. However, as further consideration for the public purposes that will
be achieved, from construction of the Development and as part of the 380 Prograrn
hereunder, unless otherwise prohibited by applicable law, ordinance, rule or
regulation, and prov,ided that Company has fully used the entire $3,000.001 fee
credit set forth. in Section 6.1, the City agrees to waive the following fees related
to the Development that would otherwise be charged by the City at any time on or
before December 31, 2013-0 0) al] building permit, plan review, inspection, and re-
inspection fees; (ii) all zoning fees,- (iii) all temporary encroachment fees; (iv) all
platting fees; and (v) all fire, sprin-kler, and alarm permit fees. All other fees
charged or assessed by the City in accordance with applicable federal, state and
local laws, ordinances, rules and regulations, including,, but not limited to,
transportation impact fees and water and sewer impact fees, are not waived
hereunder and shall be fully payable by Company and its contractors.
7. DEFAULT., T'ERM'INATION AND FAILURE BY COMPANY TO MEET
VARIOUS DEADLINES AND, ('OMMITMENTS.
7.1. Falflure to Meet Personal Property Coo mitme.."t.
Notwithstanding anything to the contrary herein, the City shall have the
right to terminate this Agreement by roe ding written notice to Company without
further obligation to Company hereunder if the Personal Property Commitment,
as outlined in Section 4.2, is not met.
7.2. Failure to Use Develqpment Prope!:L for Business Purposes.
If Company fails to use the Development Property for use as general
office and industrials arehouse purposes connected with the receiving, storing,
shipping and selling of al Mart's products, materials and merchandise,
including, but not limited to, an e-comerge fulfillment center for the processing
of al art's online retail orders, for more than thir-ty (30) c ,secutive calendar
days at any time during the Term of this Agreement for any reason (other than on
account of Company's temporary displacement caused by a casualty to the
Development Property and resulting ongoing repairs or restoration to the
Development Property necessitated by such casualty), Company shall be in
default under this Agreement and Sections 7. shall apply.
7'.3. No Default for Amendment of Lease.
If the Lease is, amended or interpreted by the parties thereto in any way, or
any other arrangement is instituted between the parties, so that at any time during
Page 15
Econonnic Development Program Agreement
between it of Fort Worth and Wal-Mart.coni USA,LLC'(5300 Westport Parkway)
a given Twelve-Month Period Company is not required to pay or reimburse to the
landlord all real property taxes on the Development Property and all
improvements thereon,, an event of default shall not occur under this Agreement,
but, in accordance with the definition of "Program Source Funds" set forth in
Section 2, the Program Source Funds available for the Program Grant payable in
the same year as the year in which such Twelve-Month Period ends shall equal
only the Development Personal Property Tax Revenues received by the City
during that Twelve-Month Period, and all Development, Real Property Tax
Revenues received by the City during that Twelve-Morith Period shall be
excluded from the calculation of that Program Grant and may be used by the City
for,any other lawful purpose.
7.4. No Default for Failure to Meet Employment or Su end Service
Spen Commitments.
If the Overall Employment Commitment, the Fort Worth Employment
Commitment, the Central City Employment Commitment, the Fort Worth Supply
and Service Spending Commitment, or the M/W Supply and Service Spending
Commitment are not met in any given year, such failure shall not constit-ute a
default hereunder or provide the City with 'the right to terminate this Agreement,
but, rather, shall only cause the amount of the Program Grant that the City is
required to pay in the following year to be reduced in accordance with this
Agreement.
7.5. Failure to Submit rts.
If Company fails to submit any report required by and in accordance with
Section 4.8, the City's obligation to pay any Program Grants at the time, if any,
shall be suspended until Company has provided all requixed reports-, provided,
however, that if any report required he is delinquent by more than one (1),
year, Section 7.6 shall apply.
7.6. General Breach.
Unless stated elsewhere 'in this Agreement, Company shall be in default
under this Agreement if Company breaches, any to or condition of this
Agreement. In the event that such breach remains uncured after thirty (30)
calendar days following receipt of written notice from the City reterencing this
Agreement (or, if Company has diligently and continuously attempted to cure
following receipt of such written notice but reasonably requires more than thirty
(30) calendar days to cure, then such additional amount of time as is reasonably
necessary to effect cure, as determined 'by both parties mutually and in good
faith), the City shall have the right to terminate this Agreement immediately by
provi C
'ding written notice to ompany.
Page u 6
Economic Developnient Prolgrain Agreement
between City of For-t Worth and Wal-Martcom USA,LLC(53 00 Westport Parkway)
7.7. Knowing Employment of Undocumented Workers.
Company acknowledges that the City i,s required to comply with Chapter
2264 of the Texas, Government Code,, enacted by House Bill 1196 (80th Texas,
Legislature), which relates to restrictions on the use of certain public subsidies.
Company hereby certifies that Company, and' any branches, divisions, or
departments of" Company, does not and will not: knowingly employ an
undocumented worker, as that term is dqfined by Section 2264.00](4) oj' the
Texas Government Code. In, the event that Company, or any branch, diviion, or
department of' Company, is convicted of a violation under 8 U.S.0 Section
1324a(fi (relating to federal criminal penalties and injunctionsfir a pattern or
Practice of employing unauthorized aliens).-
• if' such conviction occurs during the Term of thi's Agreement, thin
Agreement shall terminate contemporaneously upon such conviction
(subject to any appellate riglits that may lawfully be available to and
exercised by Company) and Company shall repay, within one hundred
twenty (120) calendar da ollowing receipt of written demand fro m the
YS.f
City, the aggregate, amount of"the Program Grants received by Company
hereunder, 4'any,Plus Simple Interest at a rate of our percent (411o)per
annum or
• if such conviction occurs after expiration or termination of thi's
Agreement, subject to any appellate rights that may lawfully be available
to and exercised by Company, Company all repay, within one hundred
twenty (1 20) calendar dive following receipt oj'written demand front the
City, the aggregate amount oJ*the Program Grants received by Company
hereunder, if any,plus .simple Interest at a rate cif' `bur percent (4%) per
annum.
For the purposes of this Section 7.7', "Simple Interest" is defined as a rate of
interest applied only to an original value, in this case the aggregate amount of
Program Grants paid hereunder. This rate of interest can be applied each year, but
will only apply to the aggregate amount of'Program. Grants paid hereunder and is
not applied to interest calculated. For example, if the aggregate amount of the
Program Grants paid hereunder is $10,,000 and such amount is required to be paid
back with four percent (4%) interest five years later, the total amount would be
$107000 + [5 x ($10,000 x 0.04)], which is $12,,00:0. This Section 7.7 does not
apply to convictions of any subsidiary or affiliate entity of Company, by any
franchisees of'Company, or by a person or entity with whom Compan,y contracts.
Notwithstanding anything to the contrary herein, this Section 7.7 shall survive the
expiration or termination of this Agreement.
Page 17
Econotnic Development Prograni Agreement
C)
between City of Fort Worth and Wal-1 art.com USA,LLC(5300 Westport Parkway)
8. INDEPENDENT CONTRACTOR,.
It is expressly understood and agreed that Company shall operate as an
independent contractor in each and every respect hereunder and not as an agent,,
representative or employee of the City. Company shall, have the exclusive right to
control all details and day-to-day operations relative 'to the Development and the
Development Property and any improvements 'thereon and shall be solely responsible for
the acts and omissions of its officers, agents, servants,, employees, contractors,
subcontractors,,, licensees and invitees. Company acknowledges that the doctrine of
re,vpondeal superlor will not apply as between the City and Company, its, officers, agents,
servants, employees, contractors, subcontractors, licensees, and invitees. Company
further agrees that nothing in this Agreement will be construed as the creation of a
partnership or joint enterprise between the City and Company.
9. INDEMNIFICATION.
COMPANY, A T NO COST' TO THE CITY, A GRE ES TO DEFEND,
INDEMNIFY AND HOLD THE CITY, ITS OFFICERS, AGENTS SERVANTS AND
EMPLOYEES, HARMLESS AGAINST ANY AND ALL CLAIMS, LAWSUITS,
CTIO AND EXPENSES OF ANY KIND, INCLUDING, BUT NOT
A NS, COS TL IV
LIMITED TO, THOSE FOR PROPERTY DAMAGE OR LOSS (INCLUDING
ALLEGED DAMAGE OR LOSS TO COMPANYS BUSINESS AND ANY
RESULTING LOST PROFITS) ANDIOR PERSONAL INJURY, INCLUDING
DEATH, THATMAYRELATE TO., ARISE OUTOFOR BE OCCASIONED BY (i)
COMPANY'S BREACH OF ANY OF THE TERMS OR PROVISIONS OF THIS
AGREEMENT (PROVIDED CITY ACKNOWLEDGES AND AGREES THAT THE
SOLE RIGHT AND RE D Y OF A DEFT UL T B Y COMPANY UNDER SECTION
7 SHA LL BE TO TERMINA TE THIS A GREEMEN T, A T WHICH TIME NEITHER
PARTY SHALL HA VE ANY FURTHER OBLIGATIONS OR LIABILITIES
HEREUNDER' OTHER THAN AS SPECIFICALLY PROVIDED HEREIN) OR (ii)
ANY NEGLIGENT ACT OR OMISSION OR INTENTIONAL MISCONDUCT OF
COMPANY, ITS OFFICERS, AGENTS, ASSOCIATES, EMPLOYEES,
CONTRA CTORS (0 THEE THAN THE CITY) OR SUBCONTRA CTORS, R TED
TO THE DE VEL Off"MENT A ND ANY OPERA TIONS A ND A CT' VI DIES ON THE'
DEVELOPMENT PROPERTY OR OTHERWISE, TO THEPERFORMANCE OF
THIS A GREEMENT.,
10. NOTICES,
All written 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 nia.il, postage prepaid, or by hand delivery.-
Page 1.8
Econoniic Development Program Agreement
between City of Fort Worth and Wal-Mart.corn USA,LLC(5300 Westport Parkway)
C1 y« Company:
City of Fort Worth Wal-Mart.Corn'USA, LLC
Attn.- City Manager Attn,: Project Manager, Corporate Properties
I O�OO 'IVockmorton 2010 1 S 10"' Street
Fort Worth, TX 76102 Bentonville,, AR 72716
0, #
with coj)ies to. with. a,copy to.
the City Attorney and Kutak Rock LLP
Economic/Community Development Attn: Terry Pool
Director at the saes address 234Millsap, Suite 200
Fayetteville,AR 72703-4099
1 L ASSIGNMENT AND SUCCESSORS.
Company may at any time assign, transfer or otherwise convey any of its rights or
obligations under this Agreement to an Affiliate without the approval of the City Council
so long as Company, 'the Affiliate and the City first execute an agreement under which
the Affiliate agrees to assume and be bound by all covenants and obligations of Company
under this Agreement. Otherwise, Company may not assign, transfer or otherwise convey
any of its rights or obligations tinder this Agreement to any other person or entity without
the prior consent of the City Council, which consent shall not be unreasonably withheld,
conditioned on (i) the prior approval of the assignee or successor and a fin ding by the City
Council that the proposed assignee or successor is financially capable of meeting the terms
and conditions of this Agreement and (ii) prior execution by the proposed assignee or
successor of a written agreement with the City tinder which the proposed assignee or
successor agrees to assume and be bound by all covenants and obligations of Company
tinder this Agreement, Any attempted assignment without the required City Council's
prior consent shall constittite grounds, for termination of this Agreement following, ten (10)
calendar days of receipt of written notice from the City to Company., Any la lid assignee
or successor in interest of Company of all rights under this Agreement shall, be deemed
"Company" for all purposes,under this Agreement.
U. COMPLIANCE WITH LAWS, ORDINANCES, RUIES AND
REGULATIONS.
This Agreement will be sub ect to all applicable federal, state and local laws,
ord.inance,s, rules and regulations, including, but not limited to, all provisions, of the
City's Charter and,ordinances, as amended.
Page 19
Econoniic Development Program Agreement
between City of Fort Worth and Wal-Mart. oni USA,LLC(5 1 0 Westport,Parkway)
1.3. GOVERNMENTAI POWERS.
It is understood that by execution of this Agreement, the City does not waive or
surrender any of it governmental powers or immunities.
t 4. NO WAIVER,.
The failure of either party to insist upon the performance of any term or provision
of this Agreement or to exercise any right granted hereunder shall not constitute a waiver
of that party�s right to insist upon appropriate performance or to assert any such right on
any future occasion.
15. VENUIE AND JUMSDICTDON.
If any action, whether real or asserted, at law or in equity, arises on the basis of
any provision of this Agreement, venue for such action shall lie m state courts located in
Tarrant County, Texas or the United States District Court for the Northern District of
Texas — Fort Worth Division. This Agreement shall be construed in accordance with the
laws of the State of Texas.
16. NO THIRD PARTY RIGHTS.
The provisions and conditions of this Agreement are solely for the benefit of the
City and Company, and any lawful assign or successor of"Company, and are not intended
to create any rights, contractual or otherwise, to any other person or entity.
17, INTERPRETATION.
In the event of any dispute over the meaning or application of any provision of
this Agreement, this Agreement shall be interpreted fairly and reasonably, and neither
more strongly for or against any party, regardless of the actual drafter of this Agreement.
18. CAPTIONS.
Captions and headings used in this Agreement are for reference purposes only and
shall not be deemed a part of this Agreement.
Page 20
Econoti-iie Deveiopment Program Agreement
between City of Fort Worth and Wal-Mart-com USA,:LL C(5300 Westport Parkway)
19. SEVERABILITY.
If any provision of this Agreement is held to be invalid, illegal or unenforceable,
0
the validity, legality and enforceability of'the remaining provisions shall not in any way
be affected or impaired.
20, ENTIRETY OF AGREEMENT.
This Agreement, including any exhibits attached hereto and any documents
incorporated herein by reference, contains the entire Understanding and acrreernent
t:�
between the City and Company, and any lawful assign and successor of Company, as to
the matters contained herein. Any prior or contemporaneous oral or written agreement is
hereby declared null and void to the extent in conflict with any provision of this
Agreement. Notwithstanding anything to the contrary herein, this Agreement shall not be
amended unless executed in writing by both parties and approved by the City Council of
the City in an open rnecting held in accordance with Chapter 551 of the Texas
Government Code.
21. COUNTERPARTS.
This Agreement may be executed in multiple counterparts, each of which shall be
considered an original, but all of which shall constitute one instrument.
EXECUTED as of the last date indicated below-,
CITY OF FORT WORTH: WAL-MAR T.COM US AI PLC,
a Califiornia ].limited liability company:
Aoi
By. By. Willi
oi rlJt�
Fernan l ?
do,Costa Name.
City Manager Title.• 0,C6 TIC,$jb,5A1_r
-7
Date.- Date: If I
20/
Page 21
Economic Developm,crit Prograrn Agreement
between City of Fort Worth and Wal-mart.com USA,LL C(5300 Westport Parkway)
APPROVED AS TO FORM AND LEGALITY:
By
Peter Vaky
Deputy City At me
&C C-26216 4-23-13 & C-26593 12-10-131
0
s�o
�vu
SeCM
000
; s,
OFFICIAL RECORD
Page 22 CITYSECRETARY
Economic Devetopiment'Program Agreement FTe WORTHI, TX
between City of Fort Wort h and Wal-Mart.com USA,LL C(5300 Westport:parkway)
EXHIBITS
Description and Map De,plicting,the,Development Property.
—Lease Terms
"C" Central City
Form of Annual Employ ment Report
"E"— or of Annual Supply and Ser""ce Spending Report
I A -eemen,t
_"cononiic Development Program Agi
bietween City of Fort Worth and WTI-mart.conii USA,LLC(5300'Westport Parkway)
V
uXHIBIT A
Legal Description and Map Depicting the Development Property
BEING a tract of land situated in the JJ. Roberts Survey,Abstract Number 1305 and the F. Cuella Survey, Abstract
Number 267, Tarrant County, Texas, and being a portion of Lot IR, Block 4, Alliance Gateway South, an addition
to the City of Fort Worth, Tarrant County, Texas, as recorded in Cabinet A, Slide 126201, Plat Records, Tarrant
County, Texas, and also being all of that certain tract of land described by Deed to Alliance Gateway No. 1 1, Ltd.,
as recorded in Document Number D207220470,Deed Records,Tarrant County, Texas, and being more particularly
described by metes and bounds as follows:
COMMENCING at a stone found at the southeast corner of said 28.834 acre tract,being in the westerly right-of-way
line of the 1"'exas-Raci fie Railroad right-of-way(a 100' right-of-way),,-
THENCE N 25007"22"E, 163.72 feet along the east line of said 28.834 acre tract and the west line of said Railroad
right-of-way to a 5/8 inch iron rod with plastic call l stamped"Carter&Burgess"'set at the POINT OF BEGINNING,
THENCE N 89038'23"W, 1330.07-feet to a 5/8,inch,iron rod with plastic cap stamped"Carter&BUrgess"set;
THENCE N 0+ 22'36" 893.96 feet to a 5/8 inch iron rod with plastic cap stamped "Carter& Burgess" set at the
beginning of a curve to the left,
THENCE with said curve to the left, an arc distance of 109.24 feet, through a central angle of 32'05'47" having a
radius of 195.00 feet, the long chord of which bears, N 15'40'J 8"W, 107.8 1 feet to a 5/8 inch iron rod with plastic
cap stamped"Carter&Burgess"set;
THENCE N 3.1043111"W1 58.,79 let to a 5/8, inch iron rod with plastic cap stamped "Carter & Burgess" set at the
beginning of a curve to the right,
THENCE with said curve to the right, an are distance of' 114.84 feet, though a central angle of 32'051'47" having a
radius of 205.00 feet, the long chord of which bears N 15'40'1 8"'W, 113.34 feet to a,5/8 inch 'Iron rod with plastic
cap stamped"Carter&Burgess"set;
THENCE N 00022'36"'El 69.23 feet to a 5/8 inch iron rod with plastic cap starriped "'Carter & Burgess" set in the
Southerly right-of-way line of Westport Parkway(a 120'right-of-way),
THENCE S 890'38'48"E, 614.41 feat along, the southerly right-of-wa,y line of said Westport Parkway to a 5/8 inch
iron rod with plastic cap stamped"Carter&Burgess"set-,
TH ENCE S 000 1 2'00"W1 1 00.00 feet to a 5/8 inch iron rod with plastic cap stamped"Carter&Burgess"set;
THENCE S 89038'48"E, 673.92 'feet to a 5/8 inch iron rod with plastic cap stamped "Carter & Burgess" set at the
beginning of a curve to the right,,
THENCE with said curve to the right,an arc distance of 171.02 feet,through a central angle of 10'25 '28" having a
radius of 940-00 feet,the long chord of which bears S 84'2,6'05" , 170.79 feet to a 5/8 inch iron rod with plastic cap
stamped"Carter&Burgess"set;
THENCE,S 00021'05a,W�481.02 'feet to a 5/8 inch iron rod with plastic cap stamped"Carter&Burgess"set;
THENCE S 64`M'52'51",230.24 fee returning to the westerly right-of-way line of said Texas Pacific Railroad to a 5/8
inch iron rod with plastic cap stamped"Carter&Burgess"set;
THENCE S 25007'22"W1 5816.72 feet along the westerly right-of-way line of said Railroad to the POINT OF
BEGYNNING and containing 1,6164,242 square feet or 38.2016 acres of land more or less.
M "
r y "
w.w
rr„�._�,� .r.r�.w4 uM�„M,✓gym. �m r,�w� ,:r�.w Nm �m�.«" rw. ��,. .., �" � ,� " �„,,..a�r �,w�,�r w+IMro � i , �,,.n>. w ,r� 'wu „,. .,� ,.�-� n�P
m
P
n ✓
w
s � P
rf, nu
✓
py
kv
r°'
JXI
a ,..... o;ws,> .°;� ",; n: fin' eras'"�✓ ,did „,... "" f F'ii. .'w un�
s sr?rn�w�r� ,L Is
r
wy y; "
r
a
"
w ,
,..., ,.".,... P. rrb 4r ,;:. J r 1.,.,R^s v f i.:� ,� " ���, � �, � 'RW+ ,", J•
"
S", ,4d
a'
w
1 �
P �
AYE L
NN
It I
elt
w MsGi�
� w •>,� e
w'.
ry n
w r
r
s w,
r.
P
EXHIBIT B
Lease Abstract
Lease: Lease Agreen'lent between AT Industrial ner 7
LC and a --Mart.Co USA, LLB dated as of April
L AT Industrial Owner 7 U.C. a Delaware limited
liability cornpany
Lessee: a1 Mart.Co C a Califomia linii d
liability company
._.........
.
,Prey ices: Approximately 8181,1.6 squat-c feet of building useu
for warehouse and s i'but on space located at
Gateway 11, 5300 Westport, Parkway, Fort. Worth,
Texas 76177
Lease Tenn.- w ,. mointlis (1,5.,5 years),
Lease Commencement Date*. Upon c p
2013.ImprOW-nnentis, but in no event later than August 311,
Options to Extend: Fo ---- :eve year renewal options
Real state Taxes: All taxes paid b 'tenant
R.
a�Y
am h�rr
WaH�w�9lIpV.q
Y 2 r
.. «'»,x„M'AxwnW,w,MMMMwr.�S.•�gm g I„`u��"wuv'��v,',w,veu-r v�.�uM.,i nn_wu r�u il;
W j
��Eo-,u
/w r,�h,
Y��MS
LIVIn �'I
N�'
�,�
2 48
wW7 6 r
op
,
r '°„ ";Y�I�,s,Y�.,.;�;,Y'i�a'P,fi:i r!,„.` r u,g�r,"��;xw W ”,.,...r.r..',, 'r;�iVr,6 " x"n�• "l"v�,F/,m W,/p,,;: bL'0, .�w,.om'hvin-rwGY,xua,nu.d�ry,,n,:,,•n �"w4'AYwNwNsW.w'.�„'wvMNW,w^•r mmwLMnNw!NUnn:1uNM6 rw,".a.OMWfl blil.!klp�nuN Isr xW:wn,
(1 I
,
rr��'�a,.W,i,w„:�rr-.o•u•m,x�aa ti.;�",,a s hYY�-+�,'r,,..�,:+';�.'.:�..rr,.�'..,:.,•.,,m�,"',9.-J r s'aTy•�,.,w.b�'M•A'a.C t Aw».�r+,,ts'...4'Y„-��w Lpr„«
md."r�.I d,.��,r✓a,,.:f�"''r,;„.z A f��F�'a"d"✓�rr w��ry J,�f•s,a'^'*d.0�w',,b'�,fa,",aM"l�'a n,uu�„A
a�r
."•��,-�r;"',ti u''""I'
��,x r•.,.....'"vw'a0uan!".1,,^�x"w,'.a�x a^.,+�fi
r''u'�r r'T.J�.`';rx"r�ry b,^y�,�`,9,.�i a w•ir,�A'.
:
.•'.+,r.„,�'aV,,����r,,.a P�.nw qV,o Ys,ry,a.'.�"r��l~°�'"v'm NW'r.>,m a»°a+{av dW`,s��!r„'d�y.m
l
y!�U/,!�vI I-,•w”"�"•"rr•ec;,;�».,r A.{�.,,D n;'r i.,�y'e�:;_.ii,:
xW�"'tr a
�4,v,�,`umyJk.na',d�,�am w Y�uva�.,.»u'r'I�,".wc�r„.+.y,w.M'J✓.M.•,"r,�r�,1���+,,��,d'�+�n i Fw I.^,,a.;:�r t r r�i:;�;,2�
,.
�
„W��+,nw�r��n,I�„I.k a w'�.d„,�i��•,r�M.V"�,s'��7.�.W�.,Y
r��',"a r.,'n r✓,,�.4�fi'
Y
.,j y�,':✓,m��,.,M V,da�n�„•r"��X,,.U„,.✓,,✓a��,�n,ryr r✓�U.,.,✓�u',a#„�„n�M i;�:':f.c`�,1>.„..M!w,���'�dM��n�d�r r'.�f'�
n,r,,.�•��n,.r,,..,,�,�M.r_r�.�”,•.;,,..P a,...�,"q:,�
r';d�.Wd>,�n rv.�r,,!w G�a,�„;ir.l,l.�w/r-./�M^.,<✓a a�rx}..�v,i:ea;.a.M..„u 4.r.�,,.��W,Iw x.;r
d✓��',q��1 C
��w qn'w�,r�7�w,'�',�rN✓��^d.v`n e r aa d n.�x7,':'n w W:;��
.w.✓.,.�U«"7 y,,..z4r Y,.
;r•:,n'
'.•w mm.a,t'wrr.
Y,r•I�,ra'a x 5�a;��:r�M d,u��.a a-.;,ur,�mI,W w�.r�W,,
,r
rV.�r.�w,�.'Y�i'.a�.m�•a s..;i s F m
�r¢«�4r.�.timlY ry,%rM'a,p o^e aeVw
Wt+W.iwr�•,fr,.rv,W��aa;.s
,wS,V”"a,.i'd�.r r^�r,tiwr«.�wr 4.'�.,,w.�t",aMw wa,a„y;�:..rw�M,r'�!'w�.�`rt''r+a���a4.F:w.'„ti xI J„.r,�„x a'1a°,1 F���:a{s�rr�d',vs"++„,,a�,�wY r'w Yµ.,�W»��p"'a)w'z✓n Rf�r«i..MW,w,S I«,:S m1 o+�:�1i ra,i,ter:
k"l.Y+""t�o�ti"�a.o.�,•M��..:�.°.&.�.,,,wro..�.*"��:yy.,,
N�+v.��xw w.W:'n,"i,,M l,•�w,w4��„.Q s�m
,ati�'s-n:.„�(•.ty rw«!fr�'h wd Y r"".�",
«r•M�m,^ro.�,.i,a;,.N"�V�a..'✓:,,a�,�M,A:�a,;.,,�w.�
✓y»y'w,*,w,r,s,r'.�`���a'+w!��f r^„!,`x'
n
r�„x�.(l,.,,,i,Cr..P�i,..�✓.,n„��,i,.d 8
�!
'm'
S,
l,
,..r,;n•�,l!,'�vrr?�«r,x r,
,W,�,.Y^Pw.:M,°`w�`v"r;ry iI'W•I:',.+�,�w,u T,,u,�,ru,
w W aMn�+n J M
Wac vp,M�ro«”vs„'d"
Po�w�;.a+W„asA•
j..°„�'r;M,V��ww•'"�l,.,.'"�nW�w”w1 A
mdw»,'�W°�Wn�n•am..„i•�a�%r'r�%,w�Cm«.�i�;r'.•+'W+'a',...+LN,d.r+wmd''a w�a:I�d ua�w�wnr"no�d rx
-M
7
w.twu�n�t-
nr"a,T
w+�e�mr,N r
,r a:�.:✓fi a'v.
.r'•v!^w,�t u���»,
Wu
.d,w+•v,'a W
ru�ww6w��ura,wmeµ
�
;rf
n,2
541,",r k, U "W�W WM ww,WRWWI 6 mm,
qu 5 u wa�.nwrnM1�
h,
"aw
Wn
r
d,t�b.C
u;+.ow��'z'adi u'a rr,n,r
�•!N d�r
"
ww�r�d w''WI
Nlw
wr•
,*«rY+uarm,�'mw.•.�NaI w W'YwrMuv a
�r W e W
v
u
`
e A
761(]l A x, lo
; /d w nwww 0
"
x (.3* 4e 4.
WOO
Ow
f"17„"r y 2
if
Jd
w ".11,
N s,7"'6: l (k ,g'
Rip", 0
ilk
7 ✓r *a
IT,
r;
t 12
I ,J A.I �K "Ae 7
t )fa4 KK M 0� (,3 6
,
Oeoeo
lr,�WIFI
N
BUT Upd teld 08/ 9/20111
FOR
”Codes ndat� * NN,
i..
..
...
,
GD G-Eli'gi le Area
Housitlg and Economic Development
IN
itytimi g ib I iez r & U u4-,-n t r-4-fl C*'i t,
CA
FORT WORTH City
Annual Evaluation Report
Deporting Period:January I, to December 31,
1 CT''INIFORM'A'*."T'1"0'*"N"''-"',
ry
Property weer:
Company/Project Name,
Project Contact: Title:
Telephone: Fax: F-Mail:
Property Owner Address('If Different).
Address of Property"Subject to Agreement:
Has construction/installation of planned m r ements menc es N
If "es/late?
If No,please explain:
Has construction/in stall iation of planned improvements finalized? Yes,
If "estate?
If Igo,please estimate completion date and attach a current time schedule for the project,
Date of issuance of the Certificate of cc upanc -
ILINVEST
REAL PROPERTY
Current Year Appra,ised Value-band:
Current Year Appraised`value-Improvements:
Appraised value of improvements added this period:
PERSONAL PROPERTY(the value as reported to and certified by the Tarrant Appraisal Districl
Current'Year appraised Value-I' c'hi!n ery,Equipment,and Other Business Personal Property.
New Machinery and Equipment costs Incurred During Period:
Current Year Appraised Value Inventory and Supplies.
Appraised Value of Machinery,,Equi ment,and Other Business personal Property added this Period:
Percentage of Inventory Subject to Other Exemptions(i.e.,Freeport/Foreign Trade Zone),. e,u
JOB C RL ON TENT 10N .
Total current Employees at End of Reporting Period;
Total current Employees that are Fort Worth Residents.
Total current Employees that are central city Residents:
Average Salary luring Deporting Period.
Home addresses of permanent,full-time ern pl yer e fired per the agreement should be attached to th,is report.Please verify that
your employees lire within Fort Worth by using the interactive map tool found at hit m
piu�.fc rtworth eras. ov -
Once you arrive at the site click on Employment Incentives Deport,also provide an excel document with all d`o'ur employment
yment.
information on a CID or USB and su bm:it with this report or seed the document by e.m,ail to _na lvara o foaworthtexas. ov,
FORTWORTH City of Fort Worth
Annual Evaluation Report
ro
n
Vendor name,addresses,and the amounts paid during the reporting period should be attached to this report.Please verify
+�rify
that your M/WBE vendors are in Fart Worth by using the Vendor Listing Report at_I tt ://www.fortwor . r /a li tions/
mhe srccud, .
CONSTRUCTION
Total Construction Dollars Spent this Reporting,Period:
AWARDS TO FORT WORTH COMPANIES
Total Dollars of Construction Contracts to Fort Worth Companies:
P'erc'entage of Total Construction Contracts to Fort Worth Companies
,WARDS TO M,INO I""I"" `/'WOMEN OWNED BUSINESS EN,rEPPPISES(MAYBE)
Total Dollars of Construction Contracts to MIWBE Companies
Percentage of Total Construction Contracts to BE Companies:
:
V.SUOILY A SERVICE CONTRACTS 4 ry
:WARDS TO FORT WORTH COMPANIES
Total Supply and Service Dollars Spent this Reporting Period:
Total Dollars of Supply a,nd Service Contracts to Fort Worth Companies,:;
Percentage of Total Supply and Service Contracts to Fort Worth Companies:
AWARDS TO MINORITY/WOMEN OWNED BUSINESS ENTERPRISES BE
Total Dollars of Supply and,,Service Contracts to BF Companies s
Percentage of Total Su pl and Service Contracts to BE Companies
'PLIN FORMATION (TO BEATTACHIED)
V1.ADDITION',"
E]r M m _ .'..Y wu .. •A ,_ ._ i ., , v u n P awm...,.amp.. .. ., r , ... .mR
List of Business Personal Property Tarrant Appraisal District Account Niambers�Applicaible to Projects with personal Prop ityy Comiimitmients)
List of Beal Propel Tarrant appraisal District Account Numbers(Applicable to Projects with R al Property Commitments)
Copy of Sales Tax Reports(Applicable to p'r j cts with sales Tax Commitments)
Copy of Certificate icate ccu ancy issued by the City of Fort Worth's Planning and Development Department(A'P Pii able to New projects)
A Copy of Certification(or the certification number)from the North Central Texas Regiona I Gerd ltatlorr Agency
El
for Ea>c BE Vendor,
Employee Address Verification Report with Supporting Documentation
List of Vendor Names,,addresses,and Amounts Paid During Reporting Period
FoK TWORTH
Fort
Annual Evaluation Report
VILCIERT.117-11 ATI, ,N,,
In connection with the review of the tax abatement/eco ornic development groat agreement for the respective audit term,
between the City of Fart Worth nd +r ompan Name)
we confirm,to the best of u.rr knowledge and belief,the followin representations made to the City of ort Worth.
We are responsible for the information provided in the An,inual,Evaluation Report,
2.) he City of Fort Worth is responsible for evaluating the criteria and determining that the criteria are,appropriate for
meeting the terms of the,agreement.
3x We have made available all information that we believe is relevant to the Annual Evaluation Report.
4. We will inform the City if any events occur subse a ierut to February 1,2013,that would l require,adjustment to,or
modification to,the Annual Evaluation Report.
5.), We will respond fully to,all inquiries made by the City of Fart Worth during the review.
lame of Certil rin g officer, Phone:
Title Fax:
Signature of ertifying Officer; late;
in ordeir to remain eligible for the incentive,,you must return the completed report by February I st to:
City of Fort Worth
ou lsinig and Economic Development Department
Attn:Mr. Robert Stu irnis Domestic&International Business Recruitment Manager
11 150 South Freeway,Suite 13
Fort Worth,Texas 76
You may also forward an electronic copy of the completed report to:ana Iv,arado@-�fortworth,texa,s.Clov.
Please note that if you do submit this forma electr nicall °,you must also submit are original har d copy
of the report and all attachments to the above stated physical address for roper filing and review.
For assistance call: 212-2680.
M&C Review Page I of 2
Official site of the Cit,Y of Fort Worth,Texas
10%
FRT rO RV I
CITY LOUNCO"IL AGENDA
WON wamwmw�� V,m an wmimv A ��W'WmWWW www�ftc"%Vmm mown amAwmr Vanam rastilm m%uw oaroaw� mmzol v
COUNCIL ACTION: Approved on 12,/10/2013
011110110 M4,14AwA" MW AW",
DATE: 12/10/2013 REFERENCE C-26593 LOG NAME: 117EDPGWALMARTCOR
NO.■
CODE.-P C TYPE: NON- PUBLIC NO
CONSENT HEARING:
SUBJECT: Amend Mayor and Council Communication C-26216 Authorizing an Economic
Development Program Agreement with Wal-Mart Stores, Inc., for Development of an e-
Commerce Fulfillment Center at 5300 Westport Parkway in Order to Reduce the Level of
Taxable Business Personal Property Req,u,ired, for Installation at the Site and to Make Wal-
Mart.Com USA, LLC, the Party to the Agreement (COUNCIL DISTRICT 7)
asumn mmmw, vma mmor wous�lw arl ftw�?ftftw'w Pal m, am/ "ma, newfalptavog u4mmaw, mmn",owl) wo
RECOMMENDATION,:
It is recommended that the City, Council amend Mayor and Council Communication C-26216
authorizing an Economic Development Program Agreement with veal-Mart Stores, Inc., in order to
reduce the level of taxable business personal property required for installation at the site and to make
Wal-Mart.Com USA, LLC„ the party to the Agreement.
DISCUSSION:
On April: 23; 2013, the City Council approved execution of a ten-�year Economic Development
Program Agreement (Agreemen:t) with veal-Mart Stores, Inc., for the development of an e-Commerce
Fulfillment Canter of approximately 788,000 square feet at 53010 Westport Parkway (M&C C-26:216,
April 23, 2013).
Under the Agreement authorized by the City Council, Wal-Mart would be required to use the site as
general office and Industrial/warehouse purposes connected with the receiving, storing, shipping and
selling of Wal-Mart's products,, materials and merchandise, Including an e-Commerce Fulfillment
Center for the processing of Wale-Mart's online retail orders. Wal-Mart would also be re�qui%red to,
expend at least $30 million on new taxable, business personal property to be located at the site and to,
provide at least 4,00 full-time jobs by 201�6, at least 40 percent f'which would have to be with Fort
Worth residents and 5 percent with Central City residents. In return, Wal-Mart would be entitled to
receive ecoinorniic development program grants autholr,ized by Chapter 380 of the Texas Local
Government Code in an amount equal to 75 percent of the incremental City tax revenue, on real (land
and improvements) and business personal property at the site for a period of 10 years.
Since, M,&C C-26216 was approved by the City Clounc,il on April 23�, 2013,1 'oval-Mart has revised the
cost of new taxable business personal property that will be located at the site from the amount of$30
million to $18 mililioln, Although Wal-Mart does expect to expend at least $30 mililion in non-,inventory
personal property improvements by January 1, 2014) approximately the amount of$12 million of that
investment will be comprised of software and installation, which are non-taxable expenses. Because
measurement of veal-Mart's compliance with business personal p,ropery investment at the site will be
based on the taxable appraised value of that property, as est,abilished by Tarrant Appraisal District,.
Staff recommends that M&C C-26216 be amended to reflect that"dal-Dart's commiiitmen,t is, to locate
at least$18 million of new taxable business personal property on the site by January 1, 2014,
In addition, Wal-Mart has requested that the proposed Agreement be between the City and Wal-
Mart.Com US& LLC, rather than Wal-Mart Stores, Inc. Staff has no objection to this request and
recommends that M&C C-26216 be amended to reflect this change,
http-,//apps.cfwnet.org:`/counc'l 9[D==1 926 5&counc Idate=12/10/2013 12/11/2013
1 _pack et/me—re view.asp.,
Nl'&C Review Page 2 of 2
All other terms and provisions, of the Agreement will remain the same as outlined in M&C C-26216.
FISCAL INFORMATION/ClERTIFICATION:
The Financial Management Services Director certifies, that this action will not increase the total
appropriations of City funds.
TO Fund/Ac counVCenters FROM Found/AccounVCenteirs
Slub mitt ed for Cit,y Manager's Office Fernando Costa (6122)
Or,ic I menit Head: Jay Chapa (5804)
linat"ng Dep
Additionall InformatIon Contact-, Robert Sturns (212-2663)
Ana Alvarado (212-2,680),
ATTACHMENTS
Wal-Mart Reference Map.pdf
htip,-//apips.cfw,net.,org/`COLinc'I
1 _,pac,1 t/m c—re v i ew.as 9265&co u n c I Idal le—12/10/2 0 13 12/11/201
M&C Review Page 11 of 3
Offical sbte of the qty ot Ford Worth,
CITY COUNCUL A(SENDA ..........
FO RT IVORTI
tiPoWvNY"INlf"+fO"Nq"m'W'dA'WrAIN..::. I"uW'�k9Y !f `k'W4nIIIV"," ihUW"'W J �>"iUIPW'N1Ni Wb""N@ Ik'N7' '>W^IuiIXW:iWt!"(kv, l'rl'Ud'iNS✓N/iNW'WNUfN>!.'LYIW h'!Y „,,, ,..,.,,,, ,,,.......,., ,.wr;, .,;. ,. ,...,
rW!H'(+k;N,37t1?W'iC(w`WfV1WWI,Nf?3b(✓iWYu�fN'Vi'NuudVW�lll'rtdWuGfffPWp>W'UW:i�r'&1r „«�BifWG'IWW^&.NYN MWlaffkiiV., SVII@'dfWi:Nrl!N'iYw9'0.'4;YNN&IN!WJ+1N+WuNIaW9fwPo:,@WYWr+Y^MWi'uWWllltih;{'P WIrY;}~wi ;.YYI ,,u?I'u"�"IYd&!P,±'k(`did,Nw+'(E';WIWuIppuN',EJYw'InItlIN�'EiW4YVWetW'dk�W�fiW'I',,H�W+(,`W`W 'UP'N1!�I...,,'.IAA&
COUNCIL ACTION.- Approved on 4/23/2013
kr;WWNihNW�'c'` "A4ii''d!/1'�atiVPp,OWH"iW1Ml4`rUNdti'.fiYl ,f ,,..,,;.. °:a.",, ,.>.,,,,,, ,.,,Atl '�WW 6`744'1N„'NNJWRiwr d'IrWWd"r7'r`WS'+JfdiPoG!Nri6✓'+r,s`V/v,%W,i,IXy{Wtu"'NWr fWv.(<I„.+W'u. i y-.o>..d+✓,all.!WINn,v . ,
40100111i
(48?MaWa. Yi�4”'vY7?a'+aN;VN`NJWNWZ'NWdWr?id9'IWW*WgflWi�,,hsfNNvNWN?WIf(NlNd4dlGPrIWVWIWNWtnW°JficutW! '^YriM,ibfN,�1"WtlNNW'2GmWNWNNaINs!WtuWakYkkWa',N�
DATE: 4/23/2013 REFERENCE, No..C-26216 LOG NAME: 17WALMARTEDPA.
CODE* c TYPE. PUBLIC B
IC No
NOW
CONSENT HEADING,.
SUBJECT: Authorize Execution of an Economic Development program Agreement with Wal-Mart
Stores Inc., for the De elopment of an E Commerce FuIfiIIment Center to be Located at
5300 Westport Parkway and Authorize Waiver of Certa�in Related Development Fees in the
Approximate Amount of$1 ,000�.00 (COUNCIL DISTRICT 2
Jd N�W� VIWSIrPioNIAWrn u!,rWWUda!N�",. gYNauW!!KiuNOWrrN NN 4rtIINWNrNNWrNd ltN(wom!rWt ^7NtH�NNNWf'kfW ioWUr1("kf-0 A ,. r „ u- ,,,. , i,.,,,, y,,,,.,.. o „.,., , ,
wWUWr NhW,NNWaewPlNNfuAwfr i !� N�vNWYC{wW,uuN��WUrrif>NmW�W�,u,urNW!�rWWitiam ,viuW»WrcY�^
RECOMMENDATION:
It is recommended that the City Council:
1. Authorize the execution of an Economic Development Program Agreement with Wal-Mart Stores
Inc., for the development of an approximately 788,000 sp,uare toot E-Corr coerce Fulfillment Center to
be located at 5300 Westport Parkway; and
'. Authorize the waiver of certain related development fees in the approximate amount of$15,
00.00, as a part of the economic development Agreement program, authorized by Section 380.001
Texas Local Government Code,
DISCUSSION*.
The Housing and Economic Development Department is proposing a 10-year Economic
Development Program Grant with Wal-Mart Stores Inc. (Wal-Mart), that could potentially provide
grants of up to 75 percent of the City Is taxes on the incremental' value of the real and business
personal property investment at the site,
Wal-Mart art grill surpass$9 Million in online sales,this year, offering over two million items. Developing
the E Domrneirce Fulfillment Center will allow Wal-Mart to fill its online orders as the increase in
demand continues. The proposed project is estimated to have an investment of at least the amount
of 30,0100,0100.00 in new taxable personal property by January 1, 2014, There is potential for
additional square footage to be added to the existing facility to accommodate the growth of the
fulfillment center in the future. This expansion and any incremental real property value derived from
it, would be subject to the program grant calculation.
Failure to meet the minimum business personal property investment is a condition of default and will
result in immediate termination of the Agreement..
Em to m ent Commnitmients:
Wale-Mart(through a third-party logistics company, o,HL Logistics) is required to emp�loy a minimum of
250 Full-Time Employees FTE) on the property by December 31, 2014, The overall employment
commitment will rise during the term of the Agreement based on the following schedule:
• Minimum of Soo FTEs' by December 31, 2015;
• Minimum of 350 FTEs by December 31, 2016; and
• Minimum of 400 FTEs by December 31 2017 and throughout the remainder of the Agreement
term.,
Wal-Mart(through a third party logistics companyr, +DIAL Logistics) has committed to fill a minimum of
l ttp� p`p .cfwnet.or /council_p c�c �'mc rc iew.�. p lD=1 13&coy n c i I d ate-4/2 3 `2 13 /24/
M&C Review
Page 2 of 3
40 percent of the full-time jobs with Fort Worth residents and a m,i,nimu:m of 5 percent with Fort Worth
Central C�ity resildents, with an understanding that employment with Fort Worth Central City residents,
also counts,as employment with Fort Worth residents.
Utilization of Fort Worth Companies and Fort Worth l Businesses Sgpply and Services
Wa I-Mart wi 11 be req uuired to spend the g realter of 55 percent or the a mou nt of$210,000,00 of an n ua I
discretionary service and supply expenditures with contractors,that are Foirt Worth contractors. The
company will also be required to spend the greater of 25 percent or the amount of$96, 00.00 of
annual discretionary service and supply expenditures with contractors that are certified Fort Worth
M/WBE contractors with the understanding that dollars spent with certified Fort Worth M/WBE
companies will also count as dollars spent with Fort Worth, companies). These requirem ents apply to
all years in which the City participates in the project.
Discretionary Supply and Service Expenditures, means all expenditures by the Company expended
directly for the operation and maintenance of the development, excluding amounts paid, for electric,
gas, water and any other utility services,. Supply and service expenditures do not include
expenditures for temporary direct labor at the facility.
Citv commitments:
All grant payments are based on the incremental increase in value of real and non-inventory business
personal property and can be awarded for up to 715 percent for a period of 10 years,.
Except for cases of default, failure to meet a commitment will result in a reduction of the
corresponding component of the grant for that year proportional to the amount the commitment was
not met as more specifically depicted, in the following chart,
Company Commitment L_ "otentilal Gira
F eel a,nid Personal Property Investment E 3o percent
Overall E l:oyment IL 15, percent
Employment of Fort Worth Residents 10 percent
,Employment of Fort Worth Central City Residents 11 10 percent
JUtilization, of Fort Worth Companies for Services and Supplies 5 percent
Utilization of Fort Worth MNVBE Companies for Services 5 percent
JTotall L 75 percent J
Fee Waiverlls,,*
The City agrees to waive the following fees related to the required improvements that would otherwise
be charged by the City at any time prior to the completion deadline,- (i) all building permit, plan review,
inspection and re-inspection fees, (ii) all zoning fees, (iii) all temporary encroachment fees,, (iv) all
platting fees,, and (v) all fire, sprinkler and alarm permit fees. All other fees charged or assessed by the
City, in accordance with applicable federal,l state and local, lalws, ordinances, rules and regulations,,
including, but not limited to, transportation impact fees and water and sewer impact fees; are not
waived and shall be fully payable. The,estimated value of'the fee waivers is approximately in the
amount of$15,000.010.
The project is located in COUNCIL DISTRICT 2.
FISCAL INFORIVIATIONXERTIFICATION:
The Financial Management Services Director certifies that this action will not increase the total
appropriations, on City funds.
TO Fund/Account/Centers FROM Fund/Account/Centers
http://apps.cfwnet.org/counc']
1 _packet/mc_'review.a,sp?1 D=--I 831.3&counci1da,te=4/23/2013 04/24/2013
M C Review Page of 3
Submitted for CIt Manage r�,� tfl+� �w Fernando Cost 6122
+ �r I w tlr rt gent Head: Jay Ch (5804)
Additional I nformation Contact: Robert Stu rns 3
ATTACHMENTS
Wal-Mart Reference Map. df
http://apps.cfwnet.org/council -4/23/2013 ! l r +c —