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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
GE MANUFACTURING SOLUTIONS, LLC ("Company"), a Delaware limited
liability company.
RECITALS
A. Company owns certain real property in the City located at 16201 Three
Wide Drive and 16301 Three Wide Drive (collectively, the "Development Property"),
which is more specifically described in Exhibit "A", attached hereto and hereby made a
part of this Agreement for all purposes. Based, in part, on the Program Grants authorized
to be paid as an economic development incentive hereunder, Company has renovated an
existing building of approximately 670,000 square feet on the Development Property into a
locomotive manufacturing facility of approximately 900,000 square feet, and to construct a
new, approximately 236,000 square foot mining equipment plant on the Development
Property, both as more specifically outlined in Exhibit ��B", attached hereto and hereby
made a part of this Agreement for all puiposes (collectively, the "Development"). Upon
completion, the Development will be used for Company's business operations on the
Development Property and will result in at least $100 million in real property
improvements to the Development Property, the installation of at least $55 million in new
taxable business personal property on the Development Property, and provision of at least
two hundred eighty (280) new full-time jobs on the Development Property.
B. The Development will benefit the City by repurposing and expanding a
currently vacant building and constructing a new building into viable commercial
operations 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 development 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 such
businesses or entities to cause specific employment and other public benefits to be made or
invested in the City (the "380 Program").
C. The City Council has determined that by entering into this Agreement, the
potential economic development benefits that will accrue to the City under the terms and
conditions of this Agreement are consistent with the City's economic development
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Economic Development Program Agreement between
City of Fort Worth and GE Manufacturing Solutions, LLC
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Cl'�'lf SECRETARV
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objectives and that the Development will further the goals espoused by the Comprehensive
Plan for positive growth and job creation in the City. In addition, the City Council has
determined that the 380 Program is an appropriate means to achieve the construction of the
Development. This Agreement is authorized by Chapter 380 of the Texas Local
Government Code.
D. 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's analysis is based specifically on financial information provided by Company.
NOW, THEREFORE, in consideration of the mutual benefits
contained herein and for other good and valuable consideration, th
sufficiency of which is hereby acknowledged, the parties agree as follows:
AGREEMENT
I,_
1. INCORPORATION OF RECITALS.
and promises
e receipt and
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 terms defined in the body of this Agreement, the following terms
shall have the definitions ascribed to them as follows:
380 Pro�ram has the meaning ascribed to it in Recital B.
Af�liate 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 Percenta�e has the meaning ascribed to it in Section 5.2.1.
Central Citv means that area in the corporate limits of the City within Loop 820
(i) consisting of all Community Development Block Grant ("CDBG") eligible census
block groups; (ii) all state-designated enterprise zones; and (iii) all census block groups
that are contiguous by seventy-five percent (75%) or more of their perimeter 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 depicted in the map of
Exhibit "C", attached hereto and hereby made a part of this Agreement for all purposes.
` Page 2
Economic Development Program Agreement between
City of Fort Worth and GE Manufacturing Solutions, LLC
` Central Citv Emplovment Commitment has the meaning ascribed to it in
Section 4.7.
Central Citv Emplovment Percenta�e has the meaning ascribed to it in Section
5.2.6.
Central Citv Resident means an individual whose primary residence is at a
location within the Central City.
Certi�cate of Completion has the meaning ascribed to it in Section 5.1.
Completion Date means the date as of which a temporary or final certificate of
occupancy has been issued for all improvements comprising the Development.
Comnletion Deadline means December 31, 2013.
Comprehensive Plan has the meaning ascribed to it in Recital B.
Construction Costs means Hard Construction Costs, plus engineering fees,
architectural and design fees, and permit fees associated with the construction of the
Development, and specifically excludes any property acquisition costs.
Development has the meaning ascribed to it in Recital A.
Development Personal Propertv 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 with jurisdiction over the Development Property at that time.
Development Property has the meaning ascribed to it in Recital A.
Development Real Property Tax Revenues means City ad valorem taxes on any
improvements located on the Development Property (but not on the land value of the
Development Property itsel fl over their values for the 2012 tax year, as established solely
by the appraisal district with jurisdiction over the Development Property at that time.
Director means the director of the City's Housing and Economic Development
Department.
Effective Date has the meaning ascribed to it in Section 3.
Event of Default means a breach of this Agreement by a party, either by act or
omission, as more specifically set forth in Section 6 of this Agreement.
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Economic Development Program Agreement between
City of Fort Worth and GE Manufacturing Solutions, LLC
Fort Worth Certified M/WBE Companv means a minority or woman-owned
business that 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) and that has a principal
business office located within the corporate limits of the City that performs a
commercially useful function and that provides the services for which Company is
seelcing credit under this Agreement.
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 for which Company is seeking credit under this Agreement.
Fort Worth Construction Commitment has the meaning ascribed to it in
Section 4.3.
Fort Worth Construction Percenta�e has the meaning ascribed to it in Section
5.2.2.
Fort Worth Emplovment Commitment has the meaning ascribed to it in
Section 4.6.
Fort Worth Emplovment Percenta�e has the meaning ascribed to it in Section
5.2.5
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 Percenta�e has the meaning ascribed to it in
Section 5.2.7.
Fort Worth Supplv and Service Spending Commitment has the meaning
ascribed to it in Section 4.8.
Full-time Job means a job provided to one (1) individual by Company, General
Electric Company or an Affiliate on the Development Property for at least forty (40)
hours per week.
Hard Construction Costs means actual site development and construction costs,
including directly-related contractor fees, and costs of supplies and materials directly
associated with the construction of the Development.
Legal Requirements means 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.
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Economic Development Program Agreement between
City of Fort Worth and GE Manufacturing Solutions, LLC
M/WBE Supplv and Service Spending Commitment has the meaning ascribed
to it in Section 4.9.
M/WBE Construction Commitment has the meaning ascribed to it in Section
4.4.
M/WBE Construction Percentage has the meaning ascribed to it in Section
5.2.3.
M/WBE Supplv and Service Percentage has the meaning ascribed to it in
Section 5.2.8.
New Taxable Tan�ible Personal Pronerty means any personal property other
than inventory or supplies that (i) is subject to ad valorem taxation by the City; (ii) is
located on the Development Property; (iii) is owned or leased by Company, General
Electric Company or any Affiliate; and (iv) was not located in the City prior to November
3, 2011, the date as of which Company first applied for an economic development
incentive for the Development fi•om the City.
Overall Emnlovment Commitment has the meaning ascribed to it in Section
4.5.
Overall Employment Percenta�e has the meaning ascribed to it in Section 5.2.4.
Pro�ram 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.
Pro�ram Source Funds means an amount of City funds available for inclusion in
a given Program Grant, which shail equal the Development Real Property Tax Revenues
plus the Development Personal Property Revenues received by the City during the same
Twelve-Month Period ending in the same year in which the Program Grant is payable.
Records has the meaning ascribed to it in Section 4.12.
Supplv and Service Expenditures means those local discretionary expenditures
made by Company, General Electric Company or an Affiliate directly for the operation
and maintenance of the Development Property and any improvements thereon, excluding
utility service costs.
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.
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Economic Development Program Agreement between
City of Fort Worth and GE Manufacturing Solutions, LLC
° 3. TERM.
This Agreement shall take effect on the date as of which both the City and
Company have executed this Agreement (the "Effective Date") and, unless terminated
earlier in accordance with its terms and conditions, shall expire on the date as of which
the City has paid all Program Grants required hereunder (the `�Term").
4. COMPANY'S OBLIGATIONS AND COMMITMENTS.
Notwithstanding anything to the contrary herein, Company's obligations under
this Section 4 may be accomplished by Company, General Electric Company or any other
Affiliate.
4.1. Real Propertv Improvements.
�
In accordance with the terms and conditions of this Agreement, by the
Completion Date Company shall have expended or caused to be expended at least
One Hundred Million Dollars ($100,000,000.00) in Construction Costs for the
Development. The Completion Date must occur on or before the Completion
Deadline. Notwithstanding anything to the contrary herein, if (i) by the Completion
Date Company has not expended or caused to be expended at least One Hundred
Million Dollars ($100,000,000.00) in Construction Costs for the Development or
(ii) the Completion Date does not occur by the Completion Deadline, an Event of
Default shall occur and the City shall have the right to terminate this Agreement, as
set forth in Section 6.1 of this Agreement.
4.2. Installation of Tan�ible Personal Property.
New Taxable Tangible Personal Property having a value of at least Fifty-
five Million Dollars ($55,000,000.00) shall 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 and reflected in the
certified appraisal roll received by the City from such appraisai district in such
year. Notwithstanding anything to the contrary herein, if New Taxable Tangible
Personal Property having a value of at least Fifty-five Million Dollars
($55,000,000.00) is not in place on the Development Property by January l, 2014,
an Event of Default shall occur and the City shall have the right to terminate this
Agreement, as set forth in Section 6.1 of this Agreement.
4.3. Construction SpendinS Commitment for Fort Worth Companies.
By the Completion Date, Company shall have expended or caused to be
expended with Fort Worth Companies at least (i) Twenty-five Million Dollars
($25,000,000.00) in Hard Construction Costs for the Development or (ii) twenty-
five percent (25%) of all Hard Construction Costs for the Development,
� Page 6
Economic Development Program Agreement between
City of Fort Woi4h and GE Manufacturing Solutions, LLC
regardless of the total amount of such Construction Costs, whichever amount is
greater (the "Fort Worth Construction Commitment").
4.4. Construction Spendin� Commitment for Fort Worth Certified
M/WBE Companies.
By the Completion Date, Company shall have expended or caused to be
expended with Fort Worth Certified M/WBE Companies at least (i) Twenty-five
Million Dollars ($25,000,000.00) in Hard Construction Costs for the
Development or (ii) twenty-five percent (25%) of all Hard Construction Costs for
the Development, regardless of the total amount of such Construction Costs,
whichever amount is greater (the "M/WBE Construction Commitment").
Dollars expended with Fort Worth Certified M/WBE Companies shall also be
counted as dollars expended with Fort Worth Companies for purposes of
assessing attainment of the Fort Worth Construction Commitment outlined in
Section 4.3.
4.5. Overall Emplovment Commitment.
At least (i) two hundred eighty (280) Full-time Jobs shall be provided and
filled on the Development Property during calendar year 2013 and (ii) three
hundred thirty (330) Full-time Jobs shall be provided and filled on the
Development Property during calendar year 2014 and each year thereafter (for
each calendar year above, as applicable, "Overall Employment Commitment").
Determination of compliance with the Overali Employment Commitment shall be
based on verified employment data provided by Company in the annual
employment reports submitted to the City pursuant to and in accordance with
Section 4.10.3.
4.6. Emplovment Commitment for Fort Worth Residents.
During calendar year 2013, at least the greater of eighty-four (84) Full-
time Jobs provided and filled on the Development Property or thirty percent
(30%) of all Full-time Jobs provided and filled on the Development Properly,
regardless of the total number of such Full-time Jobs, shall be held by Fort Worth
Residents, and during calendar year 2014 and each year therea$er, at least the
greater of ninety-nine (99) Full-time Jobs provided and filled on the Development
Property or thirty percent (30%) of all Full-time Jobs provided and filled on the
Development Property, regardless of the total number of such Full-time Jobs,
shall be held by Fort Worth Residents (for each calendar year specified above, as
applicable, the "Fort Worth Employment Commitment"). Determination of
compliance with the Fort Worth Employment Commitment shall be based on
verified employment data provided by Company in the annual employment
reports submitted to the City pursuant to and in accordance with Section 4.10.3.
Full-time Jobs held by Fort Worth Residents shall also be counted as Full-time
r,
Page 7
Economic Development Program Agreement between
City of Fort Worth and GE Manufacturing Solutions, LLC
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Jobs for purposes of assessing attainment of the Overall Employment
Commitment outlined in Section 4.5.
4.7. Employment Commitment for Central City Residents.
During calendar year 2013, at least the greater of twenty-eight (28) Full-
time Jobs provided and filled on the Development Property or ten percent (10%)
of all Full-time Jobs provided and filled on the Development Property, regardless
of the total number of such Full-time Jobs, shall be held by Central City
Residents, and during calendar year 2014 and each year thereafter, at least the
greater of thirty-three (33) Full-time Jobs provided and filled on the Development
Property or ten percent (10%) of all Full-time Jobs provided and fiiled on the
Development Property, regardless of the total number of such Full-time Jobs,
shall be held by Central City Residents (for each calendar year specified above, as
applicable, the "Central City Employment Commitment"). Determination of
compliance with the Central City Employment Commitment shall be based on
verified employment data provided by Company in the annual employment
reports submitted to the City pursuant to and in accordance with Section 4.10.3.
Full-time Jobs held by Central City Residents shall also count as Fuli-time Jobs
for purposes of assessing attainment of the Overall Employment Commitment
outlined in Section 4.5 and as Full-time Jobs held by Fort Worth Residents for
purposes of assessing attainment of the Fort Worth Employment Commitment
outlined in Section 4.6.
4.8. Supplv and Service Spendin� Commitment for Fort Worth
Companies.
Beginning in calendar year 2013, and in each year thereafter, Company
hereby commits to expend or caused to be expended at least the greater of (i) Four
Hundred Thousand Dollars ($400,000.00) or (ii) thirty percent (30%) of its
Supply and Service Expenditures, regardless of the total amount of such Supply
and Service Expenditures, with Fort Worth Companies (the "Fort Worth Supply
and Service Spending Commitment").
4.9. Supplv and Service Spendin� Commitment for Fort Worth Certified
M/WBE Companies.
Beginning in calendar year 2013, and in each year thereafter, Company
hereby commits to expend or cause to be expended at least the greater of (i) One
Hundred Thirly Thousand Dollars ($130,000.00) or (ii) ten percent (10%) of its
Supply and Service Expenditures, regardless of the total amount of such Supply
and Service Expenditures, with Fort Worth Certified M/WBE Companies (the
"M/WBE Supply and Service Spending Commitment"). Supply and Service
Expenditures made with Fort Worth Certified M/WBE Companies shall also be
counted as Supply and Service Expenditures made with Fort Worth Companies
` Page 8
Economic Development Program Agreement between
City of Fort Woi�th and GE Manufacturing Solutions, LLC
for purposes of assessing attainment of the Fort Worth Supply and Service
Spending Commitment outlined in Section 4.8.
4.10. Reports and Filin�s.
4.10.1. Construction Spendin� Reports.
Within ninety (90) calendar days following the Effective Date, in
order for the City to assess whether the requirements of Section 4.1 have
been met, and the extent to which the Fort Worth Construction
Commitment as well as the M/WBE Construction Commitment were met,
Company will provide the Director with a report in a form reasonably
acceptable to the City that specifically outlines (i) the total Construction
Costs and total Hard Construction Costs expended by and on behalf of
Company for the Development, (ii) the total Hard Construction Costs
expended with Fort Worth Companies by and on behalf of Company for
the Development, and (iii) the total Hard Construction Costs expended
with Fort Worth Certified M/WBE Companies by and on behalf of
Company for the Development, together with supporting invoices and
other documents necessary to demonstrate that such amounts were
actually paid by Company, including, without limitation, final lien waivers
signed by Company's general contractor.
4.10.2. Personal Propertv 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 obligation
set forth in Section 4.2 for New Taxable Tangibie Personal Property
having a value of at least Fifty-five Million Dollars ($55,000,000.00) to be
in place on the Development Property by January 1, 2014 has been
fulfilled.
4.10.3. Annual EmploYment Report.
On or before February 1 of each year between and including 2014
through 2023, 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 were met in
the previous year, Company shall provide the Director with a report in a
form reasonably acceptable to the City that sets forth the total number of
individuals, the total number of Fort Worth Residents, and the total
number of Central City Residents who held Full-time Jobs on the
Development Property, each as of December 31 (or such other date
requested by Company and reasonably acceptable to the City) of the
previous calendar year, together with reasonable supporting
documentation.
f Page 9
Economic Development Program Agreement between
City of Fort Worth and GE Manufacturing Solutions, LLC
4.10.4. Annual SupAly and Service Spending Report.
On or before February 1 of each year between and including 2014
through 2023, 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 shall provide the City with a report in a form
reasonably acceptable to the City that sets forth the aggregate Supply and
Service Expenditures made during such year, as well as the aggregate
Supply and Service Expenditures made during such year with Fort Worth
Companies and Fort Worth Certified M/WBE Companies, together with
reasonable supporting documentation.
4.10.5. General.
Company will supply any additional information reasonably
requested by the City that is pertinent to the City's evaluation of
compliance with each of the terms and conditions of this Agreement.
4.11. Inspections.
At any time during Company's normal business hours throughout the
Term and following reasonable notice to Company, the City shall have the right to
inspect and evaluate the Development Property, and any improvements thereon,
and Company will provide or cause to be provided full access to the same, in
order for the City to monitor compliance with the terms and conditions of this
Agreement. Company will cooperate fuily with the City during any such
inspection and evaluation. Notwithstanding the foregoing, Company shall have
the right to require that any representative of the City be escorted by a Company
representative or security personnel during any such inspection and evaluation.
4.12. Audits.
The City will have the right throughout the Term to audit the financial and
business records of Company, General Electric Company or an Affiliate that
relate to the Development and any other documents necessary to evaluate
compliance with this Agreement or with the commitments set forth in this
Agreement, including, but not limited to construction documents and invoices
(collectively "Records"). 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.
( Page 10
Economic Development Program Agreement between
City of Fort Worth and GE Manufacturing Solutions, LLC
4.13. Use of Development Property.
The Development Property and any improvements thereon shall be used
for the lawful business operations of Company, General Electric Company or an
Affiliate at all times during the Term of this Agreement.
5. CITY OBLIGATIONS.
5.1. Issuance of Certificate of Completion for Development.
Within ninety (90) calendar days following receipt by the City of the
construction spending report for the Development, as required by Section 4.10.1,
and assessment by the City of the information contained therein pursuant to
Sections 4.11 and 412, if the City is able to verify that (i) Construction Costs of
at least One Hundred Million Dollars ($100,000,000.00) were expended for the
Development by the Completion Date and (ii) the Completion Date occurred on
or before the Completion Deadline, the Director will issue Company a certificate
stating the aggregate amount of Construction Costs and Hard Construction Costs
expended for the Development, including the aggregate amount of Hard
Construction Costs expended specifically with Fort Worth Companies and Fort
Worth Certified M/WBE Companies (the "Certi�cate of Completion"). The
Certificate of Completion will serve as the basis for determining whether the
requirements of Section 4.1 were met and the extent to which the Fort Worth
Construction Commitment and the M/WBE Construction Commitment were met.
5.2. Program Grants.
Company will be entitled to receive annual Program Grants from the City
solely in accordance with all the provisions of this Section 5.2. Subject to the
terms and conditions of this Agreement, and provided that (i) at least One
Hundred Million Dollars ($100,000,000.00) in Construction Costs were expended
for the Development by the Completion Date, as confirmed in the Certificate of
Completion issued by the Director in accordance with Section 5.1; (ii) the
Completion Date occurred on or before the Completion Deadline, as confirmed in
the Certificate of Completion issued by the Director in accordance with Section
5.1; and (iii) New Taxable Tangible Personal Property having a value of at least
Fifty-five Million Dollars ($55,000,000.00) 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 and reflected in the
certified appraisal roll received by the City from such appraisal district in such
year, Company will be entitled to receive ten (10) annual Program Grants,
payment of which will begin in 2014 and end in 2023. 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 and may be increased if
Page I1
Economic Development Program Agreement behveen
City of Fort Worth and GE Manufacturing Solutions, LLC
.r;' certain employment thresholds are reached, as set forth in Sections 5.2.4, 5.2.5
and 5.2.6, and, specifically, shall equal the sum of the Base Grant Percentage, the
Fort Worth Construction Percentage, the M/WBE Construction 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/WBE Supply and Service Percentage, as defined in
Sections 5.2.1 through 5.2.8, as follows:
5.2.1. Completion of Development (35%).
Each annual Program Grant will include thirty-five percent (35%)
of the Program Source Funds available for that year's Program Grant (the
"Base Grant Percentage") on account of all requirements for completion
of the Development pursuant to and in accordance with Sections 4.1 and
4.2 having been met.
5.2.2. Fort Worth Construction Cost Spendin� (Up to 2.5%).
Each annual Program Grant will include a percentage of the
Program Source Funds available for that year's Program Grant that is
based on the extent to which the Fort Worth Construction Commitment, as
outlined in Section 4.3, was met (the "Fort Worth Construction
Percentage"). The Fort Worth Construction Percentage shall equal the
product of two and one-half percent (2.5%) multiplied by the percentage
by which the Fort Worth Construction Commitment was met, which will
be calculated by dividing the actual Hard Construction Costs expended for
the Development by the Completion Date with Fort Worth Companies by
the number of dollars comprising the Fort Worth Construction
Commitment, as determined in accordance with Section 4.3. For example,
if pursuant to Section 4.3 the Fort Worth Construction Commitment is
$25,000,000.00 and only $15,000,000.00 in Hard Construction Costs were
expended with Fort Worth Companies by the Completion Date, the Fort
Worth Construction Percentage would be 1.5% instead of 2.5% (or .025 x
[$15 million/$25 million], or .025 x.60, or .015). If the Fort Worth
Construction Commitment is met or exceeded, the Fort Worth
Construction Percentage will be two and one-half percent (2.5%).
5.2.3. Fort Worth M/WBE Construction Cost Spendin� (Up to
2.5 %l.
Each annual Program Grant will include a percentage of the
Program Source Funds available for that year's Program Grant that is
based on the extent to which the M/WBE Construction Commitment, as
outlined in Section 4.4, was met (the "M/WBE Construction
Percentage"). The M/WBE Construction Percentage shall equal the
product of two and one-half percent (2.5%) multiplied by the percentage
� Page 12
Economic Development Program Agreement between
City of Fort Worth and GE Manufacturing Solutions, LLC
by which the M/WBE Construction Commitment was met, which will be
calculated by dividing the actual Hard Construction Costs expended for
the Development by the Completion Date with Fort Worth Certified
M/WBE Companies by the number of dollars comprising the M/WBE
Construction Commitment, as determined in accordance with Section 4.4.
If the M/WBE Construction Commitment is met or exceeded, the M/WBE
Construction Percentage will be two and one-half percent (2.5%).
5.2.4. Overall Emplovment.
Each annual Program Grant will include a percentage of the
Program Source Funds available for that year's Program Grant that is
based on the extent to which the Overall Employment Commitment, as
outlined in Section 4.5, was met in the previous calendar year, and may be
increased if the Overall Employment Commitment for a given year is
exceeded significantly and both the Fort Worth Employment Commitment
and the Central City Employment Commitment for the same year are also
met or exceeded, as more specifically set forth in Sections 5.2.4.2 and
5.2.4.3 (the "Overall Employment Percentage").
5.2.4.1. In General (Up to 5%).
Unless Section 5.2.4.2 or Section 5.2.4.3 applies,
the Overall Employment Percentage for the Program Grant payable
in the following year shall equal the product of five percent (5°/o)
multiplied by the percentage by which the applicable Overall
Employment Commitment was met in the previous calendar year,
which will be calculated by dividing the actual number of Fu11-
time Jobs provided on the Development Property in the previous
year by the Overall Employment Commitment applicable for that
year. For example, in calendar year 2013, the Overall
Employment Commitment is two hundred eighty (280) Full-time
Jobs. If only two hundred twenty-four (224) Full-time Jobs were
provided on the Development Property during calendar year 2013,
the Overall Employment Percentage for the Program Grant payable
in 2014 would be 4% instead of 5% (or .OS x[224/280]), or . OS x
.80, or .04. If the applicable Overall Employment Commitment is
met or exceeded in a given year, the Overall Employment
Percentage for the Program Grant payable in the following year
will be five percent (5%) unless Section 5.2.4.2 or Section 5.2.4.3
applies.
Page 13
Economic Development Program Agreement beh�een
City of Fort Woi�th and GE Manufacturing Solutions, LLC
5.2.4.2. Between 600 and 874 Full-time Jobs Overall
1( 0%l.
Beginning in calendar year 2013, in any year in
which (i) there were between six hundred (600) and eight hundred
seventy-four (874) Full-time Jobs provided and filled on the
Development Property, and (ii) the applicable Foi�t Worth
Employment Commitment for such year, as set forth in Section
4.6, was met or exceeded, and (iii) the applicable Central City
Employment Commitment for such year, as set forth in Section
4.7, was met or exceeded, the Overall Employment Percentage for
the Program Grant payable in the following year will be ten
percent (10%).
5.2.4.3. 875 or More Full-time Jobs Overall (15%).
Beginning in calendar year 2013, in any year in
which (i) there were eight hundred seventy-five (875) or more
Full-time Jobs provided and filled on the Development Property,
and (ii) the applicable Fort Woi�th Employment Commitment for
such year, as set forth in Section 4.6, was met or exceeded, and
(iii) the applicable Central City Employment Commitment for such
year, as set forth in Section 4.7, was met or exceeded, the Overall
Employment Percentage payable in the following year will be
fifteen percent (15%).
5.2.5. Fort Worth Emplovment.
Each annual Program Grant will include a percentage of the
Program Source Funds available for that year's Program Grant that is
based on the extent to which the Fort Worth Employment Commitment, as
outlined in Section 4.6, was met in the previous calendar year, and may be
increased if the Overall Employment Commitment for a given year is
exceeded significantly and both the Fort Worth Employment Commitment
and the Central City Employment Commitment for the same year are also
met or exceeded, as more specifically set forth in Sections 5.2.5.2 and
5.2.5.3 (the "Fort Worth Employment Percentage").
5.2.5.1. In General (Up to 2.5%).
Unless Section 5.2.5.2 or Section 5.2.5.3 applies,
the Fort Worth Employment Percentage for the Program Grant
payable in the following year shall equal the product of two and
one-half percent (2.5%) multiplied by the percentage by which the
applicable Fort Worth Employment Commitment was met in the
previous calendar year, which will be calculated by dividing the
� Page 14
Economic Development Program Agreement between
City of Fort Worth and GE Manufacturing Solutions, LLC
° actual number of Full-time Jobs provided on the Development
Property to Fort Worth Residents in the previous year by the
number of Full-time Jobs constituting the Fort Worth Employment
Commitment for that year. For example, if two hundred eighty
(280) Full-time Jobs are provided and filled on the Development
Property in calendar year 2013, the Fort Worth Employment
Commitment for that year will, in accordance with Section 4.6, be
eighty-four (84) Full-time Jobs. If in that year only seventy-six
(76) Full-time Jobs on the Development Property were provided to
Fort Worth Residents, the Fort Worth Employment Percentage for
the Program Grant payable in 2014 would be 2.25% instead of
2.5% (or .025 x[76/84]), or .025 x.90, or .0225. If the applicable
Fort Worth Employment Commitment is met or exceeded in a
given year, the Fort Worth Employment Percentage for the
Program Grant payable in the following year will be two and one-
half percent (2.5%) unless Section 5.2.5.2 or Section 5.2.5.3
applies.
5.2.5.2. Between 600 and 874 Full-time Jobs Overall
7.5% .
Beginning in calendar year 2013, in any year in
which (i) there were between six hundred (600) and eight hundred
seventy-four (874) Full-time Jobs provided and filled on the
Development Property, and (ii) the applicable Fort Worth
Employment Commitment for such year, as set forth in Section
4.6, was met or exceeded, and (iii) the applicable Central City
Employment Commitment for such year, as set forth in Section
4.7, was met or exceeded, the Fort Worth Employment Percentage
for the Program Grant payable in the following year will be seven
and one-half percent (7.5%).
5.2.5.3. 875 or More Full-time Jobs Overall (12.5%).
Beginning in calendar year 2013, in any year in
which (i) there were eight hundred seventy-five (875) or more
Full-time Jobs provided and filled on the Development Property,
and (ii) the applicable Fort Worth Employment Commitment for
such year, as set forth in Section 4.6, was met or exceeded, and
(iii) the applicable Central City Employment Commitment for such
year, as set forth in Section 4.7, was met or exceeded, the Fort
Worth Employment Percentage payable in the following year will
be twelve and one-halfpercent (12.5%).
� Page 15
Economic Development Program Agreement bet�veen
City of Fort Worth and GE Manufacturing Solutions, LLC
g 5.2.6. Central Citv Emplovment.
Each annual Program Grant will include a percentage of the
Program Source Funds available for that year's Program Grant that is
based on the extent to which the Central City Employment Commitment,
as outlined in Section 4.7, was met in the previous calendar year, and may
be increased if the Overall Employment Commitment for a given year is
exceeded significantly and both the Fort Worth Employment Commitment
and the Central City Employment Commitment for the same year are also
met or exceeded, as more specifically set forth in Sections 5.2.6.2 and
5.2.6.3 (the "Central City Employment Percentage").
5.2.6.1. In General (Up to 2.5%).
Unless Section 5.2.6.2 or Section 5.2.6.3 applies,
the Central City Employment Percentage for the Program Grant
payable in the following year shall equal the product of two and
one-half percent (2.5%) multiplied by the percentage by which the
applicable Central City Employment Commitment was met in the
previous year, which will be calculated by dividing the actual
number of Full-time Jobs provided on the Development Property
to Central Ciry Residents in the previous year by the number of
Full-time Jobs constituting the Central City Employment
Commitment for that year. If the applicable Central City
Employment Commitment is met or exceeded in a given year, the
Central City Employment Percentage for the Program Grant
payable in the following year will be two and one-half percent
(2.5%) unless Section 5.2.6.2 or Section 5.2.6.3 applies.
5.2.6.2. Between 600 and 874 Full-time Jobs Overall
7.( 5 %).
Beginning in calendar year 2013, in any year in
which (i) there were between six hundred (600) and eight hundred
seventy-four (874) Full-time Jobs provided and filied on the
Development Property, and (ii) the applicable Fort Worth
Employment Commitment for such year, as set forth in Section
4.6, was met or exceeded, and (iii) the applicable Central City
Employment Commitment for such year, as set forth in Section
4.7, was met or exceeded, the Central City Employment
Percentage for the Program Grant payable in the following year
will be seven and one-half percent (7.5%).
� Page 16
Economic Development Program Agreement behveen
City of Fort Worth and GE Manufacturing Solutions, LLC
5.2.6.3. 875 or More Full-time Jobs Overall (12.5%).
Beginning in calendar year 2013, in any year in
which (i) there were eight hundred seventy-five (875) or mot•e
Full-time Jobs provided and filled on the Development Property,
and (ii) the applicable Fort Worth Employment Commitment for
such year, as set forth in Section 4.6, was met or exceeded, and
(iii) the applicable Central City Employment Commitment for such
year, as set forth in Section 4.7, was met or exceeded, the Central
City Employment Percentage payable in the following year will be
twelve and one-half percent (12.5%).
5.2.7. Fort Worth Supply and Service Spending (Up to 2.5%).
Each annual Program Grant will include a percentage of the
Program Source Funds available for that year's Program Grant that is
based on the extent to which the Fort Worth Supply and Service Spending
Commitment, as outlined in Section 4.8, was met in the previous calendar
year (the "Fort Worth Supply and Service Percentage"). The Fort
Worth Supply and Service Percentage for a given year shall equal the
product of two and one-half percent (2.5%) multiplied by the percentage
by which the Fol�t Worth Supply and Service Spending Commitment was
met in the previous calendar year, which will be calculated by dividing the
actual Supply and Ser•vice Expenditures made in the previous calendar
year with Fort Worth Companies by the Fort Worth Supply and Service
Spending Commitment for that year. For example, if Supply and Service
Expenditures in a given year are $700,000.00, the Fort Worth Supply and
Service Spending Commitment for that year will, in accordance with
Section 4.8, be $210,000.00 (30% of $700,000.00 in Supply and Service
Expenditures). If only $168,000.00 in Supply and Service Expenditures
were made with Fort Worth Companies in the previous calendar year, the
Fort Worth Supply and Service Percentage for the Program Grant payable
in the following year would be 2% instead of 2.5% (or .025 x
[$168,000/$210,000], or .025 x. 08, or .02). If the Fort Worth Supply and
Spending Commitment is met or exceeded in any given year, the Fort
Worth Supply and Service Percentage for the Program Grant payable in
the following year will be two and one-half percent (2.5%).
5.2.8. Fort Worth M/WBE Supply and Service Spendin� (Up to
2.5 %).
Each annual Program Grant will include a percentage of the
Program Source Funds available for that year's Program Grant that is
based on the extent to which the M/WBE Supply and Service Spending
Commitment, as outiined in Section 4.9, was met in the previous calendar
year (the "M/WBE Supply and Service Percentage"). The M/WBE
� Page 17
Economic Development Program Agreement beriveen
City of Fort Worth and GE Manufacturing Solutions, LLC
Supply and Service Percentage for a given year shall equal the product of
two and one-half percent (2.5%) multiplied by the percentage by which
the M/WBE Supply and Service Spending Commitment was met in the
previous year, which will be calculated by dividing the actual Supply and
Seivice Expenditures made in the previous calendar year with Fort Worth
Certified M/WBE Companies by the M/WBE Supply and Service
Spending Commitment for that year. If the M/WBE Supply and Spending
Commitment is met or exceeded in any given year, the M/WBE Supply
and Service Percentage for the Program Grant payable in the following
year will be two and one-half percent (2.5%).
5.2.9. No Offsets.
A deficiency in attainment of one commitment may not be offset
by the exceeding attainment in another commitment. For example, if there
was a failure to meet the M/WBE Construction Commitment by
$5,000.00, but the Fort Worth Construction Commitment was exceeded by
$5,000.00, the M/WBE Construction Percentage applicable to all Program
Grants payable hereunder would still be reduced in accordance with
Section 5.2.3 on account of the failure to meet the M/WBE Construction
Commitment.
5.2.10. Deadline for Pavments and Source of Funds.
The first Program Grant payable hereunder shall be paid by the
City on or before June 1, 2014. 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 fi•om
currently available general revenues of the City and not directly from
Development Real Property Tax Revenues or Development Personal
Propei�ty Tax Revenues.
5.3. Additional 380 Pro�ram Benefits.
5.3.1. Fee Credit.
General Electric Company paid the City an economic development
incentive application fee of Five Thousand Dollars ($5,000.00) relative to
the Development. From this fee, Company, General Electric Company or
an Affiliate will be credited Three Thousand Dollars ($3,000.00) 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 within thirty (30) days following receipt of a
written request from Company.
� Page 18
Economic Development Program Agreement bet�veen
City of Fort Worth and GE Manufacturing Solutions, LLC
5.3.2. Waiver of Certain Fees After Fee Credit Exhausted.
Company, General Electric Company and any Affiliate, and their
contractois, 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 the entire Three Thousand
Dollars ($3,000.00) fee credit set forth in Section 5.3.1 has been used, the
City will waive the following fees related to the Development that would
otherwise be charged by the City at any time on or prior to December 31,
2013: (i) all building permit, plan review, inspection, and reinspection
fees; (ii) all zoning fees; (iii) all temporary encroachment fees; (iv) all
platting fees; and (v) all fire, sprinlcler, 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.
6. DEFAULT, TERMINATION AND FAILURE BY COMPANY TO MEET
VARIOUS DEADLINES AND COMMITMENTS.
6.1. Failure to Comnlete Development.
Notwithstanding anything to the contrary herein, if (i) at least One
Hundred Million Dollars ($100,000,000.00) in Construction Costs for the
Development has not been expended by the Completion Date; (ii) the Completion
Date does not occur on or before the Completion Deadline; or (iii) New Taxable
Tangible Personal Property having a value of at least Fifty-five Million Dollars
($55,000,000.00) are not 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 and reflected in the certified appraisal roll
received by the City from such appraisal district in such year, an Event of Default
shall occur and the City shall have the right to terminate this Agreement, effective
immediately, by providing written notice to Company without further obligation
hereunder.
6.2. Failure to Submit Reports.
If Company fails to submit any report or information to the City pursuant
to and in accordance with the provisions of Section 4.10, the City shall notify
Company in writing. Company shall have thirty (30) calendar days from the date
of such notice to provide the City with any such report or information in full. If
the City has not received the report or information in full within such sixty (60)
� Page 19
Economic Development Program Agreement between
City of Fort Worth and GE Manufacturing Solutions, LLC
calendar days, the City shall have the right to terminate this Agreement by
providing written notice to Company without further obligation hereunder.
6.3. Failure to Pav City Taxes.
An Event of Default shall occur under this Agreement if any City taxes
owed by Company, General Electric Company or an Affiliate or arising on
account of Company's, General Electric Company's, or an Af�iliate's operations
on the Development Property become delinquent and Company, General Electric
Company or the Affiliate does not either pay such taxes or properly follow the
legal procedures for protest and/or contest of any such taxes. In this event, the
City shall notify Company in writing. If the default has not been fully cured
within thirty (30) calendar days of the City's notice, the City shall have the right
to terminate this Agreement immediately by providing written notice to Company
and shall have all other rights and remedies that may be available to it under the
law or in equity.
6.4. Violations of Citv Code, State or Federal Law.
An Event of Default shall occur under this Agreement if any written
citation is issued to Company or an Affiliate due to the occurrence of a violation
of a material provision of the City Code on the Development Property or on or
within any improvements thereon (including, without limitation, any violation of
the City's Building or Fire Codes and any other City Code violations related to
the environmental condition of the Development Property; the environmental
condition of other land or waters which is attributable to operations on the
Development Property; or to matters concerning the public health, safety or
welfare) and such citation is not paid or the recipient of such citation does not
properly follow the legal procedures for protest and/or contest of any such
citation. An Event of Default shall occur under this Agreement if the City is
notified by a governmental agency or unit with appropriate jurisdiction that
Company or an Affiliate, or any successor in interest thereto; any third party with
access to the Development Property pursuant to the express or implied permission
of Company or an Affiliate, or any successor in interest thereto; or the City (on
account of the Development or the act or omission of any party other than the
City) is declared to be in violation of any material state or federal law, rule or
regulation on account of the Development Property, improvements on the
Development Property or any operations thereon (including, without limitation,
any violations related to the environmental condition of the Development
Property; the environmental condition of other land or waters which is attributable
to operations on the Development Property; or to matters concerning the public
health, safety or welfare). Upon the occurrence of such default, the City shall
notify Company in writing, and Company shall have (i) thirty (30) calendar days
to cure such default or (ii) if Company has diligently pursued cure of the default
but such default is not reasonably curable within thirty (30) calendar days, then
such amount of time that the City reasonably agrees is necessary to cure such
`t Page 20
Economic Development Program Agreement beriveen
City of Fort Worth and GE Manufacturing Solutions, LLC
' default. If the default has not been fully cured by such time, the City shall have
the right to terminate this Agreement immediately by providing written notice to
Company and shall have all other rights and remedies that may be available it to
under the law or in equity.
6.5. Knowin� Employment of Undocumented Workers.
Company acicnowledges 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 Izereby certifies tlzat Co�npany, ai2d any b�ancl�es, divisio�as, of�
departments of Company, does not and will not knowingly employ an
undocumented wo�ker, as tlzat teym is defined by Section 2264.001(4) of the
Texas Government Code. In the event that Cornpany, or any brancl�, division, or
depaf•tment of Company, is convicted of a violation under 8 U.S.C. Section
1324a(� (�elating to fedef�al cyi`rrinal pe�alties and injunctions fot• a pattef�n or
practice of employing unauthorized aliens):
• if such conviction occurs during tlre Term of tfiis Ags•eement, t/ris
Agreement shall tef�minate contemporaneously upon suclz conviction
(subject to any appellate rights tlzat may lawfully be available to and
exercised by Company) and Company shall f�epay, within one hundred
twenty (120) calendaf• days following receipt of written de`rrand fNom the
City, the aggregate arrrount of the Program Grants received by Cornpany
llereunder, if any, plus Simple Interest at a f�ate of focrf� percent (4%) pef•
annum; of�
� if sucla conviction occurs after expir•ation or tej•mination of this
Agreement, subject to any appellate ��ights tlzat may lawfully be available
to and exercised by Company, Company shall f�epay, within one Jiundred
trventy (120) calendaf� days following �eceipt of w�itten demand fi�om the
City, the aggf�egate a`rrount of the Prograrrc Grants received by Company
hereunder, if any, plus Simple Interest at a rate of four percent (4%) per
annum.
For the purposes of this Section 6.5, "Simple Interest" is defined as a rate of
interest applied only to an original value, in this case the aggregate amount of the
Program Grants received by Company hereunder. This rate of interest can be
applied each year, but will only apply to the aggregate amount of the Program
Grants received by Company hereunder and is not applied to interest calculated.
For example, if the aggregate amount of the Program Grants received by Company
hereunder is $10,000 and it 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 6.5 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 Company contracts. Notwithstanding anything to the
Page 21
Economic Development Program Agreement between
City of Fort Worth and GE Manufacturing Solutions, LLC
� contraty herein, this Section 6.5 shall survive the expiration or termination of this
Agreement.
6.6. Failure to Meet Construction Cost Spendin�, Employment, or Supplv
and Service Spendin� Commitments.
A failure to meet the Fort Worth Construction Commitment, the M/WBE
Construction Commitment, the Overall Employment Commitment, the Foi�t
Worth Employment Commitment, Central City Employment Commitment, the
Fort Worth Supply and Service Spending Commitment, or the M/WBE Supply
and Service Spending Commitment 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 Grants that the City is required to pay to
Company pursuant to this Agreement to be reduced in accordance with this
Agreement.
6.7. General Breach.
Unless stated otherwise 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.
7. 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 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 sirperior 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.
Page 22
Economic Development Program Agreement beriveen
City of Fort Worth and GE Manufacturing Solutions, LLC
8. INDEMNIFICATION.
COMPANY, AT NO COST TO THE CITY, AGREES TO DEFEND,
INDEMNIFYAND 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 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; THE
DEVELOPMENT PROPERTY AND ANY OPERATIONS AND ACTIVITIES
THEREON; OR THE PERFORMANCE OR NON-PERFORMANCE OF THIS
AGREEMENT OTHERWISE.
9. NOTICES.
All written notices called for or required by this Agreement shall
the following, or such other party or address as either party designate
certified mail, postage prepaid, or by hand delivery:
City:
City of Fort Worth
Attn: City Manager
1000 Throckmorton
Fort Worth, TX 76102
with copies to:
the City Attorney and
Housing/Economic Development Dept.
Director at the same address
Page 23
Economic Development Program Agreement between
City of Fort Worth and GE Manufacturing Solutions, LLC
Company:
be addressed to
s in writing, by
GE Manufacturing Solutions, LLC
Attn: Walter Amaya, President
16201 Three Wide Drive
Fort Worth, TX 76177
with a copy to:
GE Transportation
Attn: Gregory J. Bentley, Global Tax
Controller
Building 14-55�
2901 East Lake Road
Erie, PA 16531
� 10. EFFECT OF SALE OF DEVELOPMENT PROPERTY AND/OR
DEVELOPMENT; ASSIGNMENT AND SUCCESSORS.
Company may assign this Agreement and all or any of the benefits provided
hereunder to GE Manufacturing Solutions, LLC or an Affiliate that owns or talces title to
the Development and Development Property without the consent of the City, provided
that (i) prior to or contemporaneously with the effectiveness of such assignment,
Company provides the City with written notice of such assignment, which notice shall
include the name of the Affiliate (if such assignee is not GE Manufacturing Solutions,
LLC) and a contact name, address and telephone number for GE Manufacturing
Solutions, LLC or the Affiliate, and (ii) GE Manufacturing Solutions, LLC or the
Affiliate agrees in writing to assume all terms and conditions 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 ineeting 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 City Council's prior consent shall
constitute an Event of Default under this Agreement. 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.
11. COMPLIANCE WITH LAWS ORDINANCES RULES AND
REGULATIONS.
This Agreement will be subject to all applicable Legal Requirements.
12. 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.
13. 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.
Page 24
Economic Development Program Agreement beriveen
City of Fort Worth and GE Manufacturing Solutions, LLC
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 assei�ted, 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
laws of the State of Texas.
This Agreement shall be construed in accordance with the
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, conh�actual 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.
19. 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
Page 25
Economic Development Program Agreement beriveen
City of Fort Worth and GE Manufacturing Solutions, LLC
the City in an open meeting held in accordance with Chapter 551 of the Texas
Government Code.
20. COUNTERPARTS.
This Agreement may be executed in multiple counterparts, each of which shall be
considered an original, but all of which shall constitute one insteument.
EXECUTED as of the last date indicated below:
CITY OF FORT WORTH:
By: � ��-----+
Fernando Costa
Assistant City Manager
Date: %�8�3
APPROVED AS TO FORM AND LEGALITY:
�eter Valc�
Deputy City Attorney
M&C: G-17815 02-19-13
�, �;ui �ti `-v�� �r'•�
I
..�
�I1�/ � y �
J
Page 26
Economic Development Program Agreement behveen
City of Fort Worth and GE Manufacturing Solutions, LLC
GE MAN
SOLUTI I
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By: '
'ACTURING
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ility company:
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Nanae: ��L.�-�- ��J`1 ��
Title: V
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Date:
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EXHIBITS
"A" — Description and Map Depicting the Development Property
"B" — Description of Development
"C" — Map of Central City
(
Economic Development Program Agreement beriveen
City of Fort Worth and GE Manufacturing Solutions, LLC
�
EXHIBIT "A"
PROPERTY DESCRIPTION
PARCEL 1
BEING a tract of land situated in the Jeremiah Ivy Suivey, Abstract No. 649, Denton County,
Texas, being all of LOT 2, BLOCK 1 of the final plat of Lots 1& 2, Blocic A& Lot 2, Blocic l,
Speedway Distribution Center, an addition to Denton County, Texas as recorded in 2009-31, Plat
Records, Denton County, Texas (PRDCT), all of that tract of land as described in deed to
Industrial Propei�ty Fund X, L.P. (hereafter referred to as IPFX tract), recorded in 2008-48300,
Deed Records, Denton County, Texas (DRDCT), being a portion of that tract of land as described
in deed to Industrial Developments International (Texas), L.P. (hereafter referred to as IDI tract),
recorded in 2007-44535, DRDCT, being a portion ofthe SECOND TRACT as described in deed to
Mitchell, Mitchell & Mitchell Partners, Ltd. (hereafter referred to as Mitchell SECOND TRACT),
recorded in 4498, Page 2108, DRDCT, and being more particularly described as follows:
BEGINNING at a 1/2" rebar with a yellow plastic cap stamped �Goodwin & Marshall• set
(hereafter referred to as 1/2" rebar capped set ) at the intersection of the north line of Short Track
Court (Lot 1, Block A, a 60' wide private road, emergency access, fire lane, utility and drainage
easement per 2009-31, PRDCT), with the west line of Three Wide Drive (Lot 1, Block A, a 68'
wide private road, emergency access, fire lane, utility and drainage easement per 2009-31,
PRDCT), being the most easterly southeast corner of said LOT 2, BLOCK 1 and said IPFX tract;
THENCE along the north line of said Short Track Court and the south line of said LOT 2, BLOCK
1 and said IPFX tract, as follows:
S 36°09'07" W, a distance of 14.46 feet to a 1/2" rebar capped set at the point of a cuivature
of a non tangent curve to the right, having a radius point that bears
N 09°33'28" W, 470.00 feet;
Northwesterly, along said curve, having a central angle of 22°33'28", an arc distance of
185.04 feet, and a chord that bears N 88°16'44" W, 183.85 feet to a 1/2" rebar capped set at
the point of tangency;
N 77°00'00" W, a distance of 1222.76 feet to a 1/2" rebar capped set at the point of
curvature of a non tangent curve to the left, having a radius point that bears
S 77°37'23" W, 70.00 feet;
Northwesterly, along said curve, having a central angle of 154°37'23", an arc distance of
188.91 feet, and a chord that bears N 89°41'18" W, 136.58 feet to a 1/2" rebar capped set;
THENCE N 77°00'00" W, departing said Short Track Court, radial to said curve, along the south
line of said LOT 2, BLOCK 1, and said IPFX tract, a distance of 49.95 feet to a 1/2" rebar capped
set in the east line of the B.N. & S.F. Railroad Company right of way (apparent 100' R.O.W., no
record found) at the southwest corner of said LOT 2, BLOCK 1 and said IPFX tract;
;` � THENCE N 13°00'00" E, along the east line of said B.N. & S.F. Railroad Company right of way,
the west line of said LOT 2, BLOCK 1 and said IPFX tract, at a distance of 975.00 feet passing a
1/2" rebar capped set at the northwest corner of said LOT 2, BLOCK 1 and said IPFX tract, at a
distance of 1007.48 feet passing a 1/2" rebar capped set at the northwest corner of said IDI tract
and the southwest corner of a remainder portion of said Mitchell SECOND TRACT, continuing a
total distance of 1394.86 feet to the northwest corner of the herein described tract of land, from
which a 1/2" rebar capped set at a point of curvature in the east line of said B.N. & S.F. Railroad
Company right of way bears
N 13°00'00" E, 544.13 feet;
THENCE departing the east line of the said B.N. & S.F. Railroad Company right of way,
traversing said Mitchell SECOND TRACT, as follows:
S 77°00'00" E, a distance of 1330.72 feet;
S 00°24'49" E, a distance of 4.25 feet;
S 03°52'44" W, a distance of 264.63 feet;
S 00°23'04" E, at a distance of 125.37 feet passing the south line of said remainder portion
of said Mitchell SECOND TRACT and the north line of said IDI tract, at a distance of
148.47 feet passing a 1/2" rebar capped set at the northwest corner of the existing platted
terminus of said Three Wide Drive and the northeast corner of said Lot 2, Block 1 and said
IPFX tract, continuing along the west line of said Three Wide Drive and the east line of
said LOT 2, BLOCK 1 and said IPFX tract, a total distance of 283.56 feet to a 1/2" rebar
capped set at the point of a curvature of a curve to the right, having a radius of 462.00 feet;
THENCE along the west line of said Three Wide Drive, the east line of said LOT 2, BLOCK 1, and
said IPFX tract, as follows:
Southwesterly, along said curve, having a central angle of OS°51'S6", an arc distance of
47.30 feet, and a chord that bears S 02°32'S4" W, 47.28 feet to a 1/2" rebar capped set at the
point of tangency;
S OS°28'S2" W, a distance of 265.00 feet to a 1/2" rebar capped set at the point of
curvature of a curve to the left, having a radius of 538.00 feet;
Southwesterly, along said curve, having a central angle of OS°32'47", an arc distance of
52.08 feet, and a chord that bears S 02°42'28" W, 52.06 feet to a 1/2" rebar capped set at the
point of tangency;
S 00°03'S5" E, a distance of 360.88 feet to a 1/2" rebar capped set at the point of curvature
of a curve to the left, having a radius of 538.00 feet;
Southeasterly, along said curve, having a central angle of 06°55'S2", an arc distance of
65.08 feet, and a chord that bears S 03°31'S1" E, 65.04 feet to the POINT OF BEGINNING
r�� � and containing 1,986,558 square feet or 45.605 acres of land.
NOTE:
Bearings are referenced to the final plat of Lots 1& 2, Block A& Lot 2, Block l, Speedway
Distribution Center as recorded in 2009-31, Plat Records Denton County, Texas (NAD 83 (1993)
datum).
PARCEL 2
BEING a tract of land situated in the Jeremiah Ivy Survey, Abstract No. 649, Denton County,
Texas, being a portion of the Second Tract as described in deed to Mitchell, Mitchell & Mitchell
Partners, Ltd., recorded in Volume 4498, Page 2108, Deed Records, Denton County, Texas
(DRDCT) and being more particularly described as follows:
BEGINNING at a point at the intersection of the east line of the B.N. & S.F. Railroad Company
right of way (apparent 100' R.O.W., no record found, formally the Gulf, Colorado & Sante Fe
Railroad Company), with the south line of Petty Place — Doc Mitchell Street (per Dedication Deed,
2010-22890 & Amended Dedicatory Certificate, 2010-34605, DRDCT), the most westerly south
line of the final plat of TEXAS MOTOR SPEEDWAY, an addition to the City of Fort Worth,
Denton County, Texas as recorded in Cabinet V, Slide 493, Plat Records, Denton County, Texas
(PRDCT), and with the south line of an Access Easement Agreement to Mitchell, Mitchell &
Mitchell Partners, Ltd. And the Mitchell Family Trust, their successors and/or assigns as recorded
in 2010-28756 & 2010-32893, DRDCT, also being the northwest corner of a remainder portion of
said Mitchell Second Tract, from which a 5/8" rebar with a plastic cap stamped "ANA" found
bears N 76°31'19" W. 0.36 feet, and another 5/8" rebar with a plastic cap stamped "ANA" found
bears N 76°31'19" W. 0.36 feet and N 15°33' E, 52.07 feet;
THENCE S 76°31'19" E, departing the east line of said B.N.& S.F. Railroad Company right of
way, along the south line of said Petty Place — Doc Mitchell Street, a south line of said TEXAS
MOTOR SPEEDWAY addition, and the south line of said Access Easement, a distance of 862.89
feet to a'/z" rebar with a yellow plastic cap stamped "Goodwin & Marshall" set (hereafter referred
to as %2" rebar capped set) at the northeast corner of the herein described tract of land, from which
a 5/8" rebar found bears S 76°31'19" E, 68.50 feet;
THENCE departing the south line of said Petty Place — Doc Mitchell Street, a south line of said
TEXAS MOTOR SPEEDWAY addition, and the south line of said Access Easement, traversing
said Mitchell Second Tract, as follows:
Southeasterly, along a non tangent curve to the left, having a radius point that bears S
83° 10'27" E, 984.00 feet, a central angle of 28° 13'33", an arc distance of 484.75 feet, and a
chord that bears S 07° 17' 14" E, 479.86 feet the point of tangency;
S 21 °24'00" E, a distance of 103.05 feet to the point of curvature of a curve to the right,
having a radius of 916.00 feet;
� Southeasterly, along said curve, having a central angle of 12°51'18", an arc distance of
205.52 feet, and a chord that bears S 14°58'21" E, 205.09 feet;
N 77°00'00" W, non tangent to said curve, a distance of 262.25 feet;
S 13°00'00" W, a distance of 212.32 feet;
S 40°37'20" W, a distance of 86.64 feet;
S 80°08'23" W, a distance of 83.62 feet;
N 77°00'00" W, a distance of 44.65 feet;
S 13°00'00" W, a distance of 58.70 feet;
N 77°00'00" W, a distance of 775.50 feet to a 1/2" rebar capped set in the east line of said
B.N. & S.F. Railroad Company right of way and the west line of said Mitchell Second
Tract at the southwest corner of the herein described tract of land, from which a Yz" rebar
capped set at the southwest corner a reminder portion of said Mitchell Second Tract bears S
13°00'00" W, 431.38 feet;
THENCE along the east line of said B.N. & S.F. Railroad Company right of way, and the west line
of said Mitchell Second Tract, as follows:
N 13°00'00" E, a distance of 500.13 feet to a%2" rebar capped set at the point of curvature
of a curve to right, having a radius of 11409.20 feet;
Northeasterly, along said curve, having a central angle of 03°O1'S7", an arc distance of
, 603.88 feet, and a chord that bears N 14°30'S9" E, 603.81 feet to the POINT OF
BEGINNING and containing 1,067,050 square feet or 24.496 acres of land.
;'
I 16201 and 16301 Three Wide Drive Fort Worth, Texas 76177
"Exhibit A"
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` Description of the Required Improvements
Exhibit B
Locomotive Plant
GE Manufacturin� Solutions, L�C Construction
Improvements to an existing 673,000 sq. ft. facility including the addition of 238,000 sq. ft. and
construction of a 10,000 sq. ft. warehouse for the fabrication, assembly, testing and painting of
locomotives. Construction duration will last approximately 12 months.
Scope of Renovation Work
• Renovation of existing facility for locomotive manufacturing including new utilities, lighting,
structural steel for overhead cranes, embedded rail, paint facilities.
� Addition to facility for fabrication, assembly and test of locomotives.
• New office spaces in the southeast and southwest corners of facility.
• New warehouse for storage of chemicals and new tank-farm for bulk chemical storage.
Minin� Plant
' Design and construction of a new 250,000 sq. ft. facility to machine critical components, assemble and
paint electric drive motors for off highway vehicles. Construction will last approximately 12 months.
�
'NI&C Review
Page 1 of 4
� Officiai site of the City of Fort Worth, Texas
� �'a���rr
�Iilr �Ol1NCIL �GENDA
COUNCIL ACTION: Approved on 2/19/2013
�:��a�
DATE:
CODE:
2/19/2013
G
REFERENCE NO.:
TYPE:
G-17815 LOG NAME:
NON-CONSENT PUBLIC
HEARING:
17GECHP380
�Li�
SUBJECT: Rescind Mayor and Council Communications C-24945 and C-25372 and Authorize
Execution of an Economic Development Program Agreement with GE Transportation or
Any Affiliate for the Completion of a Locomotive Manufacturing Facility Located at 16201
Three Wide Drive and a Mining Equipment Manufacturing Facility Located at 16202 Three
Wide Drive (COUNCIL DISTRICT 2)
. �_�".�,� �, � �. __ � r�n_ ._ _ _ _ � _ � . _ _. � _�
RECOMMENDATION:
It is recommended that the City Council:
1. Rescind Mayor and Council Communication C-24945, which authorized execution of a Tax
Abatement Agreement with GE Transportation for a locomotive manufacturing facility located at
12850 Three Wide Drive, now known as 16201 Three Wide Drive;
2. Rescind Mayor and Council Communication C-25372, which authorized execution of a Tax
Abatement Agreement with GE Transportation or any affiliate for a mining equipment manufacturing
facility located at 16202 Three Wide Drive; and
3. Authorize the execution of a ten-year economic development program Agreement with GE
Transportation or any affiliate for completion of a locomotive manufacturing facility located at 16201
Three Wide Drive and a mining equipment manufacturing facility located at 16202 Three Wide
Drive.
DISCUSSION:
GE Transportation (Company), a unit of GE, is the world's leading manufacturer of diesel-electric
locomotives with more than 15,000 locomotives operating around the globe. It is also a major
manufacturer of mining equipment. The Company is currently headquartered in Erie, Pennsylvania
and recently expanded its operations to Fort Worth.
On June 7, 2011, (M&C C-24945) the City Council approved a Tax Abatement Agreement with the
Company to expand a former distribution center into a locomotive manufacturing facility. The
Agreement would have provided up to an 85 percent abatement on the incremental value of real and
personal property taxes generated by the project. On December 13, 2011, (M&C 25372) the City
Council approved a second Tax Abatement Agreement with the Company for the construction of a
new mining facility on a site adjacent to the locomotive manufacturing facility. This Agreement also
would have provided up to an 85 percent abatement on new ad valorem taxes at the mining
facility. The mining facility will soon be completed and the locomotive manufacturing facility began
production in 2012. Since the project was announced, the Company has hired nearly 300
employees. Due to the continued economic downturn and revised projections on the future sales of
locomotives, the Company has had to revise the original employment commitments stipulated in both
Mayor and Council Communications (M&C). The Company did not execute either Tax Abatement
Agreement. Based on these proposed revisions, Staff recommends a restructuring of the incentive
package provided to the Company.
StafF is proposing a ten year Economic Development Program Agreement (Agreement) with the
http://apps.cfwnet.org/council�acket/mc_review.asp?ID=18047&councildate=2/19/2013 02/20/2013
,� M&C Review Page 2 of 4
Company that will provide annual economic development grant payments equal to 55 percent of the
City's taxes on the incremental values (since January 1, 2012) of the real and business personal
property investment on the sites of the Company's new locomotive and mining manufacturing
facilities. This Agreement will be executed in lieu of the two previously approved Tax Abatement
Agreements. If in any year during the term of the Agreement the Company exceeds certain
employment requirements (as more specifically described below), the Company may be able to
receive increased grant payments that would equal up to 85 percent of the City's taxes on the
incremental values of the real and business personal property investment on sites.
The combined minimum investment on both facilities must be at least $100 million in real property
improvements by December 31, 2013 (the Required Improvements) and $55 million in non-inventory,
non-supply personal property improvements by January 1, 2014. Personal property value will be
determined solely by the Tarrant Appraisal District or the appraisal district having jurisdiction over the
site at the time, reflected in the certified appraisal roll. Failure to meet the criteria described above is
a condition of default and will result in immediate termination of the Agreement.
Utilization of Fort Worth Companies and Fort Worth M/WBEs (Real Propertv Improvements):
The Company will be required to spend the greater of $25 million or 25 percent of hard construction
costs with Fort Worth companies. Additionally, the Company will be required to spend the greater of
$25 million or 25 percent of hard construction costs with Fort Worth certified Minority/Women Owned
Business Enterprise companies (Fort Worth M/WBEs). Dollars spent with Fort Worth M/WBEs will
also count as dollars spent with Fort Worth companies.
Utilization of Fort Worth Companies and Fort Worth M/WBEs (Supplies and Services�:
The Company will be required to spend the greater of $400,000.00 or 30 percent of annual
discretionary service and supply expenditures with contractors that are Fort Worth
companies. Additionally, the Company will be required to spend the greater of $130,000.00 or 10
percent of annual discretionary service and supply expenditures with contractors that are Fort Worth
M/WBEs. Dollars spent with Fort Worth M/WBEs will also count as dollars spent with Fort Worth
companies.
Employment Commitments:
The Company will establish a goal to employ a minimum of 280 full-time employees (FTEs) on the
site by December 31, 2013. By December 31, 2014, this number must increase to a minimum of 330
FTEs. The Company will fill a minimum of 30 percent of all FTEs with Fort Worth residents and 10
percent of all FTEs with Fort Worth Central City residents.
Bonus Employment:
If the Company reaches employment thresholds of 600 and 875 FTEs and also meets commitments
pertaining to the utilization of Fort Worth and Fort Worth Central City residents for those jobs during
the term of the Agreement, then the Company will be eligible for bonus grant payments of,
respectively, a maximum aggregate of 70 percent of incremental taxes and a maximum of 85 percent
of incremental taxes, as outlined in the table below. The Company must meet all three employment
commitments (base number of employees, Fort Worth residents and Central City residents) to
receive bonus grant payments.
City Commitments:
All grant payments will be calculated on the basis of City property tax receipts attributable to the
incremental increase in value of real and business personal property improvements over their values
as of January 1, 2012.
Details of each scenario are described in the following table:
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. M&C Review
Page 3 of 4
(600-874 (875 or more
Potential FTEs) FTEs)
Company Commitment Grant Potential Potential
at 55 percent Grant Grant
at 70 ercent at 85 ercent
Real and Personal Pro ert Investment 35 ercent 35 ercent 35 ercent
Fort Worth Contractors 2.5 ercent 2.5 ercent 2.5 ercent
Fort Worth M/WBE Contractors 2.5 ercent 2.5 ercent 2.5 ercent
Overall Em lo ment 5.0 ercent 10.0 ercent 15.0 ercent
Em lo ment of Fort Worth Residents 2.5 ercent 7.5 ercent 12.5 ercent
Employment of Fort Worth Central City 2,5 percent 7.5 percent 12.5 percent
Residents
Utilization of Fort Worth Companies for Services 2 5 percent 2.5 percent 2.5 percent
and Su lies
Utilization of Fort Worth M/WBEs for Services 2,5 percent 2.5 percent 2.5 percent
and Su lies
TOTAL 55 ercent 70 ercent 85 ercent
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 for the
duration of the Agreement.
Fee Waivers:
In accordance with the fee waivers approved by the City Councii pursuant to M&C C-24945 and M&C
C-25372, the City will waive the following fees related to the Required Improvements that would
otherwise be or have been 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) ail fire, sprinkler, and alarm permit fees. Ali 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 shail be fully payable.
This project is located in COUNCIL DISTRICT 2.
FISCAL INFORMATION/CERTIFICATION:
The Financial Management Services Director certifies that this action wiil have no material effect on
City funds.
TO Fund/Account/Centers
FROM Fund/Account/Centers
Submitted for City Manager's Office by:
Originating Department Head:
Additional Information Contact:
Fernando Costa (6122)
Jay Chapa (5804)
Robert Sturns (8003)
Marguerite Allen (2235)
http://apps.cfwnet.org/council�acket/mc_review.asp?ID=18047&councildate=2/19/2013 02/20/2013