HomeMy WebLinkAboutContract 45296-CA1EC1 DocuSign Envelope ID:FBE35E15-B222-4C4A-8E57-E4E2D7D3869D
CSC No.45296-CAlEC1
CONSENT TO ASSIGNMENT OF
ECONOMIC DEVELOPMENT PROGRAM AGREEMENT
(CITY SECRETARY CONTRACT NO. 45296)
AND ESTOPPEL CERTIFICATE
This CONSENT TO ASSIGNMENT OF ECONOMIC DEVELOPMENT
PROGRAM AGREEMENT (CITY SECRETARY CONTRACT NO. 30458) AND
ESTOPPEL CERTIFICATE ("Consent") is made and entered into by and between the CITY
OF FORT WORTH ("City"), a home rule municipality organized under the laws of the State of
Texas;WAIL-MART.COM USA,LLC ("Assignor"),a California limited liability company; and
WALMART FULFILLMENT SERVICES, LLC ("Assignee"), a Delaware limited liability
company.
The following introductory provisions are true and correct and form the basis of this
Consent:
A. On or about January 14, 2014 the City and Assignor, entered into that certain
Economic Development Program Agreement on file in the City Secretary's Office as City Secretary
Contract("CSC")No. 45296 ("Agreement").
B. Under the Agreement(as hereinafter defined),Assignor agreed to develop a 788,000
square foot e-Commerce fulfillment center at 5300 Westport Parkway.
C. Section 11 of the Agreement permits an assignment of the Agreement to an affiliate
of Assignor without the prior consent of the City Council if the City, Assignor, and Assignee first
enter into an agreement whereby the Affiliate agrees to be bound by all covenants and obligations of
Assignor under the Agreement.
H. Assignor wishes to sell the Development(as defined in the Agreement)and all assets
and improvements therein to Assignee and to assign all of its right,title,and interest in the Agreement
to Assignee. Because Assignee is an affiliate of Assignor,City Council approval of such assignment
is not required by Section 11 of the Agreement. The City is willing to consent to an assignment of
the Agreement to Assignee solely in accordance with this Consent.
NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged, the City, Assignor and Assignee agree as follows:
1. The City hereby consents to an assignment by Assignor to Assignee of all right,
title and interest granted to Assignor by the Agreement, effective on the later of(i) the date on
which the City, Assignor, and Assignee have all executed this Consent or(ii)the effective date of
an assignment and assumption agreement between Assignor and Assignee relating to the
Agreement, a copy of which must be provided to the City("Effective Date").
OFFICIAL RECORD
Page 1 of 3
Consent to Assignment of CSC No.45296(Economic Development Program Agreement) CITY SECRETARY
by Wal-mart.com USA,LLC to Walmart Fulfillment Services,LLC and Estoppel Certificate FT.WORTH, TX
DocuSign Envelope ID:FBE35E15-B222-4C4A-8E57-E4E2D7D3869D
2. The City consents to such assignment expressly upon the promise and covenant by
Assignee,and Assignee hereby promises and covenants to the City that Assignee will comply with
and assume all duties and obligations of Assignor set forth in the Agreement arising on and after
the Effective Date. Assignor will comply with and be liable for performance of all duties and
obligations of Developer arising prior to the Effective Date.
3. Notwithstanding anything to the contrary herein, Assignee understands and agrees
that no act or omission of Assignor, whether before or after the Effective Date, will serve to
mitigate any event of default in the Agreement or any failure to meet any or all of the numerical
commitments for construction spending, employment, and supply and service spending for the
Required Improvements, as set forth in Section 4 of the Agreement.
4. By executing this Consent, the City does not ratify or endorse any agreement or
representation between Assignor and Assignee; grant Assignee any rights greater than those
granted to Assignor under the Agreement; or consent to any amendment to the Agreement.
5. All terms in this Consent that are capitalized but not defined shall have the
meanings assigned to them in the Agreement.
6. The Agreement is in full force and effect and has not been modified, supplemented,
or amended in any way unless specifically set forth herein.
7. As of the date of execution of this Consent by the City, to the knowledge of the
City, there exists no factual circumstance or condition which, with notice or the lapse of time, or
both, would give rise to any obligation of any party to the Agreement which, if not satisfied, will
constitute an event of default on the part of either the City or Assignor.
8. The City agrees that Assignee will be entitled to rely upon the statements set forth in this
Consent.
9. On and after the Effective Date, all notices which are required or desired to be sent to
Developer under the Agreement will be delivered to the following:
Walmart Fulfillment Services, LLC
2608 SE J Street
Bentonville, AR 72716-5515
Attn: Industrial Development - Real Estate
with copies to:
Walmart Fulfillment Services, LLC
2608 SE J Street
Bentonville, AR 72716-5560
Attn: Legal -Real Estate.
Page 2 of 3
Consent to Assignment of CSC No.45296(Economic Development Program Agreement)
by Wal-mart.corn USA,LLC to Walmart Fulfillment Services,LLC and Estoppel Certificate
DocuSign Envelope ID:FBE35E15-B222-4C4A-8E57-E4E2D7D3869D
IN WITNESS WHEREOF, the undersigned have caused this Consent to be executed in
multiples as of the last date indicated below:
The City:
CITY OF FORT WORTH: ATTEST:
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APPROVED AS TO FORM AND LEGALITY:
By:
Tyler F. Wallach
Assistant City Attorney
M&C: NA
Assignor:
WAL-MART.COM USA,LLC
a California limited liability company:
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By:
Date: January 4, 2021
Assignee:
WALMART FULFILLMENT SERVICES,LLC
a Delaware limited liability company:
D,o'cu SSiigln^ed by:
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By: 8D12D3DD5001429_._
Name: Hunter Hart
Title: vice President Realty
Date: January 4, 2021
OFFICIAL RECORD
Page 3 of 3
Consent to Assignment of CSC No.45296(Economic Development Program Agreement) CITY SECRETARY
by Wal-mart.com USA,LLC to Walmart Fulfillment Services,LLC and Estoppel Certificate FT.WORTH, TX
CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person responsible for the monitoring and administration of this
contract,including ensuring all performance and reporting requirements.
Ely: Ryan Pohl (Jan 5,202112:52 CST)
Name: Ryan Pohler
Title: Economic Development Specialist
Signature:
Email: robert.sturns@fortworthtexas.gov
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX