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HomeMy WebLinkAboutContract 45296 (2)CITY SECRETARY, COW NO. 14). (vtitt. ECONOMIC DEVELOPMENT PROGRAM 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 under the laws of the State of Texas, and WAL-MART.COM USA, LLC, a California limited liability company ("Company"). RECITALS The City and Company hereby agree that the following statements are true and correct and constitute the basis upon which the City and Company have entered into this Agreement: A. Company and its Affiliates ("Wal-Mart") collectively comprise a major multinational retail organization. An increasingly large percentage of Wal-Mart's retail sales are conducted online, and Wal-Mart is seeking to expand its operations in order 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, LLC, a Delaware limited liability company, and located at 5300 Westport Parkway in the City (the "Development Property"), as more specifically depicted and described in Exhibit "A", attached hereto and hereby 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- commerce fulfillment center for the processing of Wal-Mart's online retail orders (the "Development"). The lease between AT Industrial Owner 7, LLC and Company (the "Lease") will include terms and conditions consistent with those outlined in Exhibit "B", attached hereto and hereby 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. 20644-03-2013 (the "Comprehensive Plan"), and in accordance with Resolution No. 3716-03-2009, the City has established an economic development program pursuant to which the City will, on a case -by -case basis, offer economic incentives authorized by Chapter 380 of the Texas Local Government Code that include monetary loans and grants of public money, as well as the provision 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 from such businesses or entities to cause specific employment and other public benefits to be made or invested in the City (the "380 Program"). Page 1 Economic Development Program Agreement between City of Fort Worth and Wal-Mart.com USA, LLC (5300 Westport Parkway) OFFICIAL RECORD ©TY SECRETARY Tait ItIMIN, TX C. The City has determined that the feasibility of the Development is contingent on Company s receipt of the Program Grants, as provided in this Agreement The City Council has determined that the Development will benefit and stimulate the local economy and that the 380 Program is an appropriate means to achieve the Development In addition, the City Council 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 mutual benefits and piomises contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged the pasties agree as follows: AGREEMENT 1. 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 form the basis 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: 380 Program has the meaning ascribed to it 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 Percentage has the meaning ascribed to it in Section 5.1. Central City means the area of the corporate limits of the City within Loop 820 (i) consisting of all Community Development Block Grant ("CDBG")-eligible census block groups; (ii) all enterprise zones, designated as such pursuant to the Texas Enterprise Zone Act, Chapter 2303, Subchapter F of the Texas Government Code; (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 CDBG- 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 (5300 Westport Parkway) depicted in the map attached hereto as Exhibit "C", attached hereto and hereby made a part of this Agreement for all purposes. Central City Employment Commitment has the meaning ascribed to it in Section 4.5. Central City Employment Percentage 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. Development has the meaning ascribed to it in Recital A. Development Personal Property 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 base 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 jurisdiction 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 Company 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 a 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 Economic Development Program Agreement between City of Fort Worth and Wal-Mart.com USA, LLC (5300 Westport Parkway) Fort Worth Company means a business that has a principal office located within the corporate limits of the City that performs a commercially useful function and that provides the services that Company is seeking to have counted under this Agreement. Fort Worth Employment Commitment has the meaning ascribed to it in Section 4.4. 5.3. Fort Worth Employment Percentage has the meaning ascribed to it in Section 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 Spending Commitment has the meaning ascribed to it in Section 4.6. Fort Worth Supply and Service Spending Percentage has the meaning ascribed to it in Section 5.5. Full-time 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/WBE Supply and Service Percentage has the meaning ascribed to it in Section 5.6. M/WBE Supply and Service Spending Commitment has the meaning ascribed to it in Section 4.7. New Taxable Tangible Personal Property means any personal property that (i) 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 of Operator; and (iv) was not located in the City of 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. 4.3. Overall Employment Commitment has the meaning ascribed to it in Section Overall Employment Percentage has the meaning ascribed to it in Section 5.2. Page 4 Economic Development Program Agreement between City of Fort Worth and Wal-Mart.com USA, LLC (5300 Westport Parkway) P ersonal Property Commitment has the meaning ascribed to it in Section 4.2. P rogram Grants means the annual economic development grants paid by the City to Company in accordance with this Agreement and as part of the 380 Program. P rogram Source Funds means an amount of City funds available for inclusion in a given Program Grant, which shall equal the Development Real Property Tax Revenues, plus the Development Peisonal Property Tax Revenues received by the City during the Twelve -Month Period ending in the same year rn which the Program Grant is payable; provided, however, that 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 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 to it in Section 4 9 Supply and Service Expenditures means all expenditures by Wal-Mart expended directly for the physical operation and maintenance of the Development excluding amounts paid for 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 Expenditures 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 connection 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 1 of a given year and January 31 of the following year. Wal-Mart has the meaning ascribed to it in Recital A. 3. TERM. This Agreement shall be effective as of the date of execution by both parties (the "Effective Date") and unless teu ninated earlier pursuant to and in accordance with this Page 5 Economic Development Program Agieement between City of Fort Worth and Wal-Mart.com USA, LLC (5300 Westport Parkway) Agreement, shall expire on the date as of which the City has paid all Program Grants required hereunder (the "Term"). 4. COMPANY OBLIGATIONS AND COMMITMENTS. 4.1. Use of Development Property. 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 Wal-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 ($18,000,000.00) 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 Commitment. The following levels of overall employment must be met for the calendar years specified below (for each year referenced the ' Overall Employment Commitment"): 4.3.1. 2014. 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. 4.3.3. 2016. The Overall Employment Commitment for 2016 will be met if at least 350 Full-time Jobs were provided and filled on the Development Property by the end of calendar year 2016. Page 6 Economic Development Program Agreement between City of Fort Worth and Wal-Mart.com USA, LLC (5300 Westport Parkway) 4.3.4. 2017-2023. The Overall Employment Commitment foi each year beginning in 2017 and ending in 2023 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 Employment Commitment. The following 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 yeai 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 filled 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. 2016. The Fort Worth Employment Commitment for 2016 will be met if by the end of calendar year 2016 at least the greater of (i) 140 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. 4.4.4. 2017-2023. 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 filled on the Development Property in the same years, were held by Fort Worth Residents. Page 7 Economic Development Program Agreement between City of Fort Worth and Wal-Mart.com USA, LLC (5300 Westport Parkway) 4.4.5. Compliance 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 under 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 Commitment for 2014 will be met if in calendar year 2014 at least the greater of (i) 13 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. 4.5.2. 2015. The Central City Employment Commitment for 2015 will be met if by the end of calendar year 2015 at least the greater of (i) 15 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 Pioperty, were held by Central City Residents. 4.5.3. 2016. The Central City Employment Commitment for 2016 will be met if by the end of calendar year 2016 at least the greater of (i) 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 Pioperty, 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 (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 Page 8 Economic Development Program Agreement between City of Fort Worth and WaI-Mart.com USA, LLC (5300 Westport Parkway) Development Property in the same years, were held by Central City Residents. 4.5.5. Compliance Measurements. Determination of compliance with the Central City Employment Commitment each year will be based on the employment data provided to the City pursuant to Section 4.8.2 foi 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. Supply and Service Spending Commitment for Fort Worth Companies. Beginning in calendar year 2014, and in each year thereafter during the Term of this Agreement, at least the greater of (i) Two Hundred Ten Thousand Dollars ($210,000.00) 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 Spending Commitment for Fort Worth Certified M/WBE Companies. Beginning in calendar year 2014, and in each year thereafter during the Term of this Agreement, at least the greater of (i) Ninety-six Thousand Dollars ($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/WRE 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 Filings. 4.8.1. Personal Property Report. 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 Wa1-Mart.com USA, LLC (5300 Westport Parkway) 4.8.2. Annual Employment Report. 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 Diiector with a report in a form substantially the same as that attached hereto as Exhibit ` D" that sets forth the total number of individuals Foit Worth Residents, and Central City Residents who held Full -tune 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 fully responsible for obtaining fi om the employing entity and providing to the City all documentation that may be required hereunder. 4.8.3. Annual Supply and Service Spending Report. On or before February 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 met in the previous calendar year Company will provide the Director with a report in a form substantially the same 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. 4.9. 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 Wa1-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 infoimation 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 Government Code, and that compliance with Chapter 552, Texas Government Code shall supersede any obligation of the City under this Section 4.9. Page 10 Economic Development Program Agieement between City of Fort Worth and Wa1-Mart.com USA, LLC (5300 Westport Parkway) 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 Commitment 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 Program 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 yeas and specifically, will equal the sum of the Base Giant Percentage, the Overall Employment Percentage, the Fort Worth Employment Percentage, the Central City Flmployment Percentage, the Fort Worth Supply and Service Percentage and the M/WBE Supply and Service Percentage, as defined in Section 5.1, 5.2, 5.3, 5.4, 5.5 and 5.6. In no event shall any Program Grant exceed seventy-five percent (75%) of the Program Source Funds available for that year's Program Grant 5.1. Attainment of Personal Property Commitment (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 deteituined 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 (Up to 15%). 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 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 Employment 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 250 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 Giant payable in 2015 would be 12% instead of 15% (or .15 x [200/250]), or .15 x .80, or .12 If the Overall Employment Commitment is met or exceeded in any given year, the Overall Page 11 Economic Development Program Agreement between City of Fort Worth and WaI-Mart.com USA, LLC (5300 Westport Parkway) Employment Percentage applicable the Program Grant payable in the following year will equal fifteen percent (15%) 5.3. Fort Worth Employment Commitment (Up to 10%). Each annual Program Grant will include a percentage of the Program Source Funds available for that year's Piogram 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"). The 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 -tune 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 320 Full-time Jobs). However, if only 120 Full-time Jobs provided on 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]), or .10 x .9375, or .09375. If the Fort Worth Employment Commitment is met or exceeded in any given yeai, the Fort Worth Employment Percentage applicable the Program Grant payable in the following year will equal ten percent (10%). 5.4. Central City Employment Commitment (Up 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 Pioperty 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 2016, pursuant to Section 4.5.3 the Cential City Employment Commitment for 2016 would be 20 Full-time Jobs (5% of 400 Full- time Jobs). However, if only 15 Full-time Jobs provided on the Development Property in 2016 were filled with Central City Residents, the Central City Employment Percentage for the Piogram Grant payable in 2017 would be 7.5% Page 12 Economic Development Program Agreement between City of Fort Worth and Wal-Mart coin USA, LLC (5300 Westport Parkway) instead of 10% (or .10 x [15/20]), or .10 x .75, 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 following year will equal ten percent (10%). 5.5. Fort Worth Supply and Service Spending (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 Supply 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 will 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 $300,000.00 in Supply and Service Expenditures in a given year, pursuant to Section 4 6 the Fort Worth Supply and Service Commitment for that year would be $210,000.00 However, if Company made only $178,500.00 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% (oi .05 x [$178,500/$200,000]), or .05 x .85, or .0425. 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. Fort Worth M/WBE Supply and Service Spending (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 Supply and Service Percentage"). The M/WBE 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 dollar 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 M/WBE Supply and Service Commitment for that year would be $100,000.00 (25% of $400,000). However, if Company made only $80,000.00 in Page 13 Economic Development Program Agreement between City of Fort Worth and Wa1-Mart.com USA, LLC (5300 Westport Parkway) Supply and Service Expenditures with Fort Worth Certified M/WBE Companies in that year, the M/WBE Supply and Service Percentage for the Program Grant payable in the following yeai would be 4% instead of 5% (or .05 x [$80 000/$100,000]), or .05 x .80, or .04. 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 attainment 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) Full-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 Commitment. 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, 2015 Each subsequent annual Program Grant payment will be made by the City to Company on or before June 1 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 Tangible 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 fixture 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 refunded to Company within thirty (30) days following receipt of a written request from Company. Page 14 Economic Development Program Agreement between Crty of Fort Worth and Wal-Mart.com USA, LLC (5300 Westport Parkway) 6.2. Waiver of Certain Fees After Fee Credit Exhausted. Company and its contractors will be required to apply for and receive all permits 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 Program hereunder, unless otherwise prohibited by applicable law, ordinance, rule or regulation, and provided that Company has fully used the entire $3,000.00 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: (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, 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, TERMINATION AND FAILURE BY COMPANY TO MEET VARIOUS DEADLINES AND COMMITMENTS. 7.1. Failure to Meet Personal Property Commitment. Notwithstanding anything to the contrary herein, the City shall have the right to terminate this Agreement by providing 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 Development Property for Business Purposes. If Company fails to 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 Wal-Mart's online retail orders, for more than thirty (30) consecutive calendar days at any time during the Tenn 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 Section 7.6 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 Economic Development Program Agre ment between City of Fort Worth and WaI-Mart.com 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 salve 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 -Month Peiiod shall be excluded from the calculation of that Program Grant and may be used by the City for any other lawfiil purpose. 7.4. No Default for Failure to Meet Employment or Supply and Service Spendint 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/WBE Supply and Service Spending Commitment are not met in any given year, such failure shall not constitute 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 Reports. 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 required reports; provided, however, that if any report required hereunder 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 term 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 referencing 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 providing written notice to Company. Page 16 Economic Development Program Agreement between City of Fort Worth and Wal-Mart.com USA, LLC (5300 Westport Parkway) 7.7. Knowinji Employment of Undocumented Workers. Company acknowledges that the City is 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 defined by Section 2264.001(4) of the Texas Government Code. In the event that Company, or any branch, division, or department of Company, is convicted of a violation under 8 U.S.0 Section 1324a(f) (relating to federal criminal penalties and injunctions for a pattern or practice of employing unauthorized aliens): • if such conviction occurs during the Term of this Agreement, this Agreement shall terminate contemporaneously upon such conviction (subject to any appellate rights that may lawfully be available to and exercised by Company) and Company shall repay, within one hundred twenty (120) calendar days following receipt of wi itten demand from the City, the aggregate amount of the Program Grants received by Company hereunder, if any, plus Simple Interest at a rate of four percent (4%) per annum; or • if such conviction occurs after expiration or termination of this Agreement, subject to any appellate rights that may lawfully be available to and exercised by Company, Company shall repay, within one hundred twenty (120) calendar days following receipt of written demand from the City, the aggregate amount of the Program Grants received by Company her eunder, if any, plus Simple Interest at a rate of four 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 inter est 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 $10,000 + [5 x ($10,000 x 0.04)], which is $12,000. This Section 7.7 does not apply to convictions of any subsidiary or affiliate entity of Company, by any fianchisees of Company, or by a person or entity with whom Company contracts. Notwithstanding anything to the contrary herein, this Section 7.7 shall survive the expiration or termination of this Agreement. Page 17 Economic Development Program Agreement between City of Fort Worth and Wal-Mart.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 respondeat superior 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, AT NO COST TO THE CITY, AGREES TO DEFEND, INDEMNIFY AND HOLD THE CITY, ITS OFFICERS, AGENTS SERVANTS AND EMPLOYEES, HARMLESS AGAINST ANY AND ALL CLAIMS, LAWSUITS, ACTIONS, COSTS AND EXPENSES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, THOSE FOR PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO COMPANY'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL INJURY, INCLUDING DEATH, THAT MAY RELATE TO, ARISE OUT OF OR 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 REMEDY OF A DEFAULT BY COMPANY UNDER SECTION 7 SHALL BE TO TERMINATE THIS AGREEMENT, AT WHICH TIME NEITHER PARTY SHALL HAVE 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, CONTRACTORS (OTHER THAN THE CITY) OR SUBCONTRACTORS, RELATED TO THE DEVELOPMENT AND ANY OPERATIONS AND ACTIVITIES ON THE DEVELOPMENT PROPERTY OR OTHERWISE TO THE PERFORMANCE OF THIS AGREEMENT. 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 mail, postage prepaid or by hand delivery: Page 18 Economic Development Piogram Agreement between City of Fort Worth and Wal-Mart.com USA, LLC (5300 Westport Parkway) City: City of Fort Worth Attn: City Manager 1000 Throckmorton Fort Worth, TX 76102 with copies to: the City Attorney and Economic/Community Development Director at the same address Company: Wal-Mart.Com USA, LLC Attn: Project Manager Corporate Properties 2001 SE 10thi Street Bentonville, AR 72716 with a copy to: Kutak Rock LLP Attn Terry Pool 234 Millsap, Suite 200 Fayetteville, AR 72703-4099 11. 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 under 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 finding 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 under which the proposed assignee or successor agrees to assume and be bound by all covenants and obligations of Company under this Agreement. Any attempted assignment without the required City Council's prior consent shall constitute grounds for termination of this Agreement following ten (10) calendar days of receipt of written notice from the City to Company. Any lawful assignee or successor in interest of Company of all rights under this Agreement shall be deemed "Company" for all purposes under this Agreement. 12. COMPLIANCE WITH LAWS, ORDINANCES, RULES AND REGULATIONS. This Agreement will be subject to all applicable federal, state and local laws, ordinances, rules and regulations, including but not limited to, all provisions of the City's Charter and ordinances, as amended. Page I Economic Development Program Agreement between City of Fort Worth and Wal-Mart.com USA, LLC (5300 Westport Parkway) 13. GOVERNMENTAL POWERS. It is understood that by execution of this Agreement, the City does not waive or surrender any of it governmental powers or immunities. 14. 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. VENUE AND JURISDICTION. 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 in 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 Economic Development Program Agreement between City of Fort Worth and Wal-Mart.com USA, LLC (5300 Westport Parkway) 19. SEVERABILITY. If any provision of this Agreement is held to be invalid, illegal or unenforceable, 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 agreement 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 meeting 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-MART.COM USA, LLC, a California limited liability company: By: dellessentiajd‘d----• By ° Fernando Costa Name:�NAV) kfr/uNARA Assistant City Manager Title: VICr: erIr'eSs Date: 000 Date: J2,4-144ttAir Page 21 Economic Development Program Agreement between City of Fort Worth and Wal-Mart.com USA, LLC (5300 Westport Parkway) APPROVED AS TO FO _,IA By • _ Peter Vaky Deputy City Attorne _ �. & C-26593 12- 10-13 I�h&C C-26216 4 23 13 AND LEGALITY: Page 22 Economic Development Program Agreement USA, LLC (5300 estpoi� Parkway)be between City of Fort `North and dal"1Vlai�t.com i 1 c; f� ,t. , c r .w t, t 1iiu ll , ctiv,tr c9NgsfacTIMEZ7 4Ja V 5 (' fttiJ5TfIi}o �ii ,� EXHIBITS "A" — Description and Map Depicting the Development Property "B" — Lease Terms "C" — Map of Central City "D" — Form of Annual Employment Report "E" — Form of Annual Supply and Service Spending Report Economic Development Program Agreement between City of Fort Worth and Wal-Mart.com USA, LLC (5300 Westport Parkway) EXHIBIT A Legal Description and Map Depicting the Development Property BEING a tract of land situated in the J.J. Roberts Survey, Abstract Number 1305 and the F. Cuella Survey, Abstract Number 267, Tarrant County, Texas, and being a portion of Lot 1R Block 4, Alliance Gateway South, an addition to the City of Fort Worth, Tairant County, Texas, as recorded in Cabinet A, Slide 12620, Plat Records, Tarrant County, Texas, and also being all of that certain tract of land described by Deed to Alliance Gateway No. 11, Ltd., as recorded in Document Number D207220470, Deed Records Tan ant 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 Texas -Pacific Railroad right-of-way (a 100' right-of-way); THENCE N 25°07'22"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 cap stamped "Carter & Burgess" set at the POINT OF BEGINNING; THENCE N 89°38'23"W, 1330.07 feet to a 5/8 inch iron rod with plastic cap stamped "Carter & Burgess" set; THENCE N 0022'36"E, 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°40'18"W, 107.81 feet to a 5/8 inch iron rod with plastic cap stamped "Carter & Burgess" set; THENCE N 31°43'11"W, 58.79 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 114.84 feet, though a central angle of 32°05'47" having a radius of 205.00 feet, the long chord of which bears N 15°40' 18"W, 113.34 feet to a 5/8 inch iron rod with plastic cap stamped "Carter & Burgess" set; THENCE N 00°22'36' E, 69.23 feet to a 5/8 inch iron rod with plastic cap stamped "Carter & Burgess" set in the southerly right-of-way line of Westport Parkway (a 120' right-of-way); THENCE S 89°38'48"E, 614.41 feet along the southerly right-of-way line of said Westport Parkway to a 5/8 inch iron iod with plastic cap stamped `Carter & Burgess' set; THENCE S 00°12'00"W, 100.00 feet to a 5/8 inch iron rod with plastic cap stamped "Carter & Burgess" set; THENCE S 89°38'48"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°26'05"E, 170.79 feet to a 5/8 inch iron rod with plastic cap stamped "Carter & Burgess" set; THENCE S 00°21'05"W, 481.02 feet to a 5/8 inch iron rod with plastic cap stamped "Carter & Burgess" set; THENCE S 64°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 25°07'22"W, 586.72 feet along the westerly right-of-way line of said Railroad to the POINT OF BEGINNING and containing 1,664,242 square feet or 38.206 acres of land more or less. ' 11 ian eATexas5 Site Pion f"Mies[.^f' .+ib. Lease: EXHIBIT B Lease Abstract Lease Agreement between AT Industrial Owner 7 LLC and Wal-Mart.Com USA, LLC dated as of April 15, 2013 Lessor: AT Industrial Owner 7 LLC, a Delaware limited liability company Lessee: Wal-Mart.Com USA, LLC, a California limited liability company Premises: Approximately 788,160 square feet of building used for warehouse and distribution space located at Gateway 11, 5300 Westport Parkway, Fort Worth Texas 76177 Lease Term: 186 months (15.5 years) Lease Commencement Date: Upon completion of Landlord's construction of tenant improvements, but in no event later than August 31 2013. Options to Extend. Four — five year renewal options Real Estate Taxes: All taxes paid by Tenant Legend Zip Codes Central City Boundary CDBG Eligible Area City Limit FORT WORTH Updated 08/09/2011 Housing and Economic Development CDBG Eligible Areas & Central City FORT WORTH I. PROJECT-INFORMATUON Property Owner: Company/Project Name: Project Contact. Telephone: Property Owner Address (If Different): Address of Property Subject to Agreement: APPLICABLE TO NEW PROJECTS City of Fort Worth Annual Evaluation Report Reporting Period: January 1, to December 31, Fax: Title: E-Mail: Has construction/installation of planned improvements commenced? 0 Yes ❑ No If Yes/Date? If No, please explain: Has construction/installation of planned improvements finalized? l Yes ❑ No If Yes/Date? If No, please estimate completion date and attach a current time schedule for the project: Date of issuance of the Certificate of Occupancy: IIJNVESTMENT VALUATION REAL PROPERTY Current Year Appraised Value - Land: $ 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 District) Current Year Appraised Value-Machinery,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, Equipment, and Other Business Personal Property added this Period' $ Percentage of Inventory Subject to Other Exemptions (i.e., Freeport/Foreign Trade Zone): Ilt JOB CREATION/RETENTION 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 During Reporting Period: $ Home addresses of permanent, full-time employees hired per the agreement should be attached to this report. Please verify that your employees live within Fort Worth by using the interactive map tool found at htto://maoit.fortworthtexas.aov/HED Mao/. Once you arrive at the site click on Employment Incentives Report. Also provide an excel document with all your employment information on a CD or USB and submit with this report or send the document by e-mail to ana.alvaradoc@fortworthtexas.aov. FORT WORTH ;IV:,=C QMTRUc1 City of Fort Worth Annual Evaluation Report Vendor name addresses, and the amounts paid during the reporting period should be attached to this report. Please verify that your M/WBE vendors are in Fort Worth by using the Vendor Listing Report at htto:f/www.fortworthaov.ora/applications/ mwbe siccode/ CONSTRUCTION Total Construction Dollars Spent this Reporting Period: $ AWARDS TO FORT WORTH COMPANIES Total Dollars of Construction Contracts to Fort Worth Companies : $ Percentage of Total Construction Contracts to Fort Worth Companies : AWARDS TO MINORITY/WOMEN OWNED BUSINESS ENTERPRISES (M/WBE) Total Dollars of Construction Contracts to M/WBE Companies : $ Percentage of Total Construction Contracts to M/WBE Companies : SUPPLY -AND -SERVICE CONTRACTS - AWARDS TO FORT WORTH COMPANIES Total Supply and Service Dollars Spent this Reporting Period: $ Total Dollars of Supply and Service Contracts to Fort Worth Companies : $ Percentage of Total Supply and Service Contracts to Fort Worth Companies : AWARDS TO MINORITY/WOMEN OWNED BUSINESS ENTERPRISES (M/WBE) Total Dollars of Supply and Service Contracts to M/WBE Companies : $ Percentage of Total Supply and Service Contracts to M/WBE Companies : _VI, ADDITONAt INFORMATION'(TO BE ATTACHED) • Ok Ok ❑ List of Business Personal Property Tarrant Appraisal District Account Numbers tapplicable to Projects with Personal Property commitments) ❑ List of Real Property Tarrant Appraisal District Account Numbers (Applicable to Projects with Real Property Commitments) ❑ Copy of Sales Tax Reports (Applicable to Projects with Sales Tax Commitments) ❑ Copy of Certificate of Occupancy issued by the City of Fort Worth's Planning and Development Department (Applicable to New Projects) A Copy of Certification (or the certification number) from the North Central Texas Regional Certification Agency ❑ for Each M/WBE Vendor. ❑ Employee Address Verification Report with Supporting Documentation ■ List of Vendor Names, Addresses, and Amounts Paid During Reporting Period City of Fort Worth Annual Evaluation Report Vendor name addresses, and the amounts paid during the reporting period should be attached to this report. Please verify that your M/WBE vendors are in Fort Worth by using the Vendor Listing Report at htto:f/www.fortworthaov.ora/applications/ mwbe siccode/ CONSTRUCTION Total Construction Dollars Spent this Reporting Period: $ AWARDS TO FORT WORTH COMPANIES Total Dollars of Construction Contracts to Fort Worth Companies : $ Percentage of Total Construction Contracts to Fort Worth Companies : AWARDS TO MINORITY/WOMEN OWNED BUSINESS ENTERPRISES (M/WBE) Total Dollars of Construction Contracts to M/WBE Companies : $ Percentage of Total Construction Contracts to M/WBE Companies : SUPPLY -AND -SERVICE CONTRACTS - AWARDS TO FORT WORTH COMPANIES Total Supply and Service Dollars Spent this Reporting Period: $ Total Dollars of Supply and Service Contracts to Fort Worth Companies : $ Percentage of Total Supply and Service Contracts to Fort Worth Companies : AWARDS TO MINORITY/WOMEN OWNED BUSINESS ENTERPRISES (M/WBE) Total Dollars of Supply and Service Contracts to M/WBE Companies : $ Percentage of Total Supply and Service Contracts to M/WBE Companies : _VI, ADDITONAt INFORMATION'(TO BE ATTACHED) • Ok Ok ❑ List of Business Personal Property Tarrant Appraisal District Account Numbers tapplicable to Projects with Personal Property commitments) ❑ List of Real Property Tarrant Appraisal District Account Numbers (Applicable to Projects with Real Property Commitments) ❑ Copy of Sales Tax Reports (Applicable to Projects with Sales Tax Commitments) ❑ Copy of Certificate of Occupancy issued by the City of Fort Worth's Planning and Development Department (Applicable to New Projects) A Copy of Certification (or the certification number) from the North Central Texas Regional Certification Agency ❑ for Each M/WBE Vendor. ❑ Employee Address Verification Report with Supporting Documentation ■ List of Vendor Names, Addresses, and Amounts Paid During Reporting Period FORT WORTH VI1. CERTIFICATION City of Fort Worth Annual Evaluation Report In connection with the review of the tax abatement/economic development grant agreement for the respective audit term, between the City of Fort Worth and (Company Name) we confirm, to the best of our knowledge and belief, the following representations made to the City of Fort Worth. 1.) We are responsible for the information provided in the Annual Evaluation Report. 2.) The City of Fort Worth is responsible for evaluating the criteria and determining that the criteria are appropriate for meeting the terms of the agreement 3.) 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 subsequent to February 1, 2013 that would require adjustment to, or modification to, the Annual Evaluation Report. S.) We will respond fully to all inquiries made by the City of Fort Worth during the review. Name of Certifying Officer: Title: Signature of Certifying Officer: Phone: Fax: Date: In order to remain eligible for the incentive, you must return the completed report by February 1st to: City of Fort Worth Housing and Economic Development Department Attn: Mr. Robert Sturns - Domestic & International Business Recruitment Manager 1150 South Freeway, Suite 134 Fort Worth, Texas 76104 You may also forward an electronic copy of the completed report to: ana.alvaradotfortworthtexas aov Please note that if you do submit this form electronically, you must also submit an original hard copy of the report and all attachments to the above stated physical address for proper filing and review. For assistance call: (817) 212-2680. M&C Review Page 1 of 2 U CIL COUNCIL ACTION: Approved on 12/10/2013 DATE: 12/10/2013 REFERENCE NO.: CODE: SUBJECT: C TYPE: Official site of the City of Fort Worth, Texas FORT WORTH C-26593 LOG NAME: 17EDPGWALMARTCOR NON- PUBLIC CONSENT HEARING: NO 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 Required for Installation at the Site and to Make Wal- Mart.Com USA, LLC, the Party to the Agreement (COUNCIL DISTRICT 7) RECOMMENDATION: It is recommended that the City Council amend Mayor and Council Communication C-26216 authorizing an Economic Development Program Agreement with Wal-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 (Agreement) with Wal-Mart Stores, Inc., for the development of an e-Commerce Fulfillment Center of approximately 788,000 square feet at 5300 Westport Parkway (M&C C-26216, 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 Wal-Mart's online retail orders Wal-Mart would also be required to expend at least $30 million on new taxable business personal property to be located at the site and to provide at least 400 full-time jobs by 2016 at least 40 percent of 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 economic development program grants authorized 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 Council on April 23, 2013, Wal-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 million. Although WaI-Mart does expect to expend at least $30 million 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 Wal-Mart's compliance with business personal propery investment at the site will be based on the taxable appraised value of that property, as established by Tarrant Appraisal District, Staff recommends that M&C C-26216 be amended to reflect that Wal-Mart's commitment 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 USA, 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/council_packet/mc_review.asp?ID=19265&counci ldate-12/10/2013 12/ 1 1 /2013 M&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/CERTIFICATION: The Financial Management Services Director certifies that this action will not increase the total appropriations of City funds. TO Fund/Account/Centers FROM Fund/Account/Centers Submitted for City Manager's Office bv: Originating Department Head: Additional Information Contact: ATTACHMENTS WaI-Mart Reference Mao,odf Fernando Costa (6122) Jay Chapa (5804) Robert Sturns (212-2663) Ana Alvarado (212-2680) http://apps.cfwnet.org/council_packet/mc_review.asp?ID=19265&councildate=12/10/2013 12/11/2013 M&C Review Page 1 of 3 U CIL COUNCIL ACTION: Approved on 4/23/2013 DATE: 4/23/2013 REFERENCE NO.:C-26216 CODE: C TYPE: NON - CONSENT LOG NAME: PUBLIC HEARING: Official site of the City of Fort Worth, Texas FORT W0R III 17WALMARTEDPA NO SUBJECT: Authorize Execution of an Economic Development Program Agreement with Wal-Mart Stores Inc , for the Development of an E-Commerce Fulfillment Center to be Located at 5300 Westport Parkway and Authorize Waiver of Certain Related Development Fees in the Approximate Amount of $15,000 00 (COUNCIL DISTRICT 2) 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 square foot E-Commerce Fulfillment Center to be located at 5300 Westport Parkway; and 2. Authorize the waiver of certain related development fees in the approximate amount of $15, 000.00 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's taxes on the incremental value of the real and business personal property investment at the site. Wal-Mart will surpass $9 billion in online sales this year, offering over two million items. Developing the E-Commerce 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 $30,000,000.00 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. Employment Commitments: Wal-Mart (through a third -party logistics company, OHL Logistics) is required to employ 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 300 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 company, OHL Logistics) has committed to fill a minimum of http://apps.cfwnet.org/council_packet/mc_review.asp?ID=18313&councildate=4/23/2013 04/24/2013 M&C Review Page 2 of 3 40 percent of the full-time jobs with Fort Worth residents and a minimum of 5 percent with Fort Worth Central City residents, 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 M/WBE Businesses (Supply and Services): Wal-Mart will be required to spend the greater of 55 percent or the amount of $210,000.00 of annual discretionary service and supply expenditures with contractors that are Fort Worth contractors. The company will also be required to spend the greater of 25 percent or the amount of $96 000 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 requirements 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 75 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 Potential Grant Real and Personal Property Investment 30 percent Overall Employment 15 percent Employment of Fort Worth Residents 10 percent Employment of Fort Worth Central City Residents 10 percent Utilization of Fort Worth Companies for Services and Supplies 5 percent Utilization of Fort Worth M/WBE Companies for Services 5 percent Total 75 percent Fee Waivers: 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 (ni) 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, 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 and shall be fully payable. The estimated value of the fee waivers is approximately in the amount of $15,000.00. The project is located in COUNCIL DISTRICT 2. FISCAL INFORMATION/CERTIFICATION: 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/council_packet/mc_review.asp?ID=18313&councildate=4/23/2013 04/24/2013 M&C Review Page 3 of 3 Submitted for Citv Manager's Office bv: Fernando Costa (6122) Originating Department Head: Jay Chapa (5804) Additional Information Contact: Robert Sturns (8003) ATTACHMENTS Wal-Mart Reference Mao.Qdf http://apps.cfwnet.org/council_packet/mc_review.asp?ID=18313&councildate=4/23/2013 04/24/2013