Loading...
HomeMy WebLinkAboutContract 42733r e 42-4 3 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 municipal corporation organized under the laws of the State of Texas, and TD AMERITRADE, INC., a New York corporation (together with its Affiliates, the "Company "). RECI'T'ALS 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 is a major discount brokerage company that currently employs over 1,000 persons in buildings totaling approximately 187,000 square feet at 4600 and 4700 Alliance Gateway Freeway in the City (together, the "Development Property "). B. Company wishes to expand its current business operations in the City by renovating and remodeling an approximately 50,000 square foot building on the Development Property, and installing new business personal property and providing additional jobs therein (the " Development"). Company has requested an incentive from the City to proceed with the Development and its plans for additional business operations therein. C. As recommended by the City's 2011 Comprehensive Plan, adopted by the City Council pursuant to Ordinance No. 195694 -03 -2011 (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 incentive packages 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 Cit} in return for verifiable coinraitments from such businesses or entities to cattle specific infrastructure. eniploymcnt and other hcnefits to be made or invested in the City (tile "380 Program "). U. Th- City Council has determined that by entering into this Agreement, the potential econoi-nic benefits that will accrue to the City under the terms and conditions ol' This Agreement arc consistent with the City's economic de%eloprnent objectives anc'� that '),- c)m0tinL1 mixed -use dcvelopuient in the Ccntr.11 City tip, il! fur,her tilt goals tspmused 1-, r I'1r,:iiC lr I\ NZ1I1 1",„ ply It]% c !,r w'\ ill In 1110 it _ 11) 1'. ill,, C llhTT tlalllc ;ltc C; "tY s,F-�-,RETARY 111 C 2 1 . u;'1 art ����rlu�an� �I� Ai rit; 1�JC, 1 nc. ;; ���r0ltTH, TX � benefits of the Development, which the City Council has determined is necessary and desirable, and that the potential economic benefits that will accrue to the City pursuant 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. E. 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 specifically based on financial information provided by Company. NOW, THEREFORE, i_a consideration of the mutual benefits and promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: AGREEMENT i. 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 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 C. Affiliate means all entities, incorporated or otherwise, under common control v,'ith, controlled by or controlling Company. For purposes of this definition, "control" nneans fifty percent (50 %) or more of the ownership determined by either value or vote. Central Cite, ncans the area of the corporate limits of the City within Loup 820 (i) consisting of all Community Develop.-lic-it Block Grant ( "CDBG ")- eligible census block «roues; (ii) all enterprise 70nes, designated as such pursuara to the Texas Enterprise Zone Act. Chapter 2303, Snhchapter F ol'the "l -eras Government Code; (1 .; J! census block groups that are contiguous by sev cnty -five percent (75 1/o) or more of their perimeters to CDl?G- eligible; block groups or enterprise zones, as well as any CDBG . eligible block in the corporate limits of the City outside I.oep 8-20. as rlore specilicaliv ('pleted in the 111(11 r.s Fxhibit "_A' 21it;lll'CU hCrelli ;'ilCi h;'IC'l)� Ill';C�c l`ai till t" 1Cii! 1.`: l';)`,. _ - - --- ' F _Central City Employment Commitment has the meaning ascribed to it in Section 4.2.3. Central Citv Employment Percentage has the meaning ascribed to it in Section 5.1.2.4. Central City Resident means an individual whose principal place of residence is at a location within the Central City. Compreher_sive Plan has the meaning ascribed to it in Recital C. Development has the meaning ascribed to it in Recital B. Development Personal Property Tax Revenues means ad valorem taxes on New Taxable Tangible Personal Property located on the Development Property that are received by the City, minus taxes payable on New Taxable Tangible Personal Property located on the Development Property for the 2010 tax year, based on the taxable appraised value of New Taxable Tangible Personal Property located on the Development Property for the 2010 tax year. The taxable appraised value of all New Taxable Tangible Personal Property for any given tax 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. Director means the director of the City's Housing and Economic Development Department. Effective Date has the meaning ascribed to it in Section 3 Fort Worth Ccrtified 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 Texas Regional Certification Agency (NTRCA); (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 for which Company is seeking credit under this Agreement. Fort Worth ComLjy means t, business that (i) has a principal office located �,,ithin the corporate limits of the City that performs a commercially useful functilm and (ii) has provided fi-0111 such office the services or sales for v�hich Company is seAllig credit under this Agreement. Fort Worth Fmplovmeni Commitment has the mcanin« ascribed to it iu I( orf Al.,rtiI I] 11) AIIIcII,,dc. I o; N Fort Worth Employment Percentage has the meaning ascribed to it in Section 5.1.2. 3. Fort Worth Resident means an individual whose principal residence is at a location within the corporate limits of the City. Fort Worth Supply and Service Percentage has the meaning ascribed to it in Section 5.1.2.5. Fort Worth Supply and Service Spending Commitment has the meaning ascribed to it in Section 4.3. Full -time Job means a job held by one (1) individual for at least forty (40) hours per week. M/WBE Supply and Service Percentage has the meaning ascribed to it in Section 5.1.2.6. M/WBE Supply and Service Spending Commitment has the meaning ascribed to it in Section 4.4. New Taxable Tangible Personal Property means 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; and (iv) was not located in the City prior to the Effective Date of this Agreement. 4.2.1. 5.1.2.2. Overall Employment Commitment has the meaning ascribed to it in Section Overall Employment Percentage has the meaning ascribed to it in Section Personal Property Percentage has the meaning ascribed to ii in Section 5.1.2.1. Phase I Personal Property Commitment has the meaiiing ascribed to it in Section 4.1.1. Phase I Personal Property Date mean, January 1. 2A'2. Phase 11 Personal Property Commitment has the ascrib, d to it I'" Sectioi14.1.2. Phase 11 Personal Property Date means January 1, 2014 Prooram Cal i icaiis 'lhrcc 1 iundred Thousand 1 ii, o, I onh 'aI I I I) ;lmrritrad c. I�, _ Program 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. Program Year means a calendar year in which the City is obligated pursuant to this Agreement to pay Company a Program Grant, beginning with 2013 (Program Year 1). Records has the meaning ascribed to it in Section 4.6. Supply and Service Expenditures means all costs expended by Company directly for the operation and maintenance of the Development, excluding amounts paid for electric, gas, water and any other utility services. Term has the meaning ascribed to it in Section 3. Tvrelve -Month Period means the period between February 1 of a given year and January 31 of the following year. 3. TERM. This Agreement shall be effective as of the later date of execution by the parties (the "Effective Date ") and, unless terminated earlier in accordance with this Agreement, shall expire on the earlier of (i) the date as of which the City has paid all Program Grants required hereunder or (ii) the date as of which the amount of aggregate Program Grants paid by the City equals the Program Cap (the "Term "). 4, COMPANY OBLIGATIONS GOALS ANI) COMMITMENTS. .1. Personal Property Improvements. 4.1.1. Phase I. Company agrees that New Taxable Tangible Personal Property having a value of at least Four Million C)ne Hundred Thousand Dollars ($4,100,000.00) shall be in place on the Development Property by the Phase I Personal Property Date (the "Phase : Versona.E Propvrf* Commitment "). as determined solely b_; the appraisill district ira�;nC jurisdiction over the Dcvclepi_lent Property at the time. i lil'I. I!CA"i, -II'I I';, w ,.!:I (d I rr!I �1 ii "; it lulu I �) \III ^l' ?, �:__ IP". 4.1.2. Phase I1. Company agrees that additional New Taxable Tangible Personal Property having a value of at least Two Million One Hundred Thousand Dollars ($2,100,000.00) shall be in place on the Development Property by the Phase II Personal Property Date (the "Phase II Personal Property Commitment "), as determined solely by the appraisal district having j urisdiction over the Development Property at the time. 4.1.3. Determination of Attainment. If the appraisal district having jurisdiction over the Development Property uses an effective date other than January 1 for appraisal of the value of New Taxable Tangible Personal Property in a given tax year, thin the Phase I Personal Property Date shall be deemed to be such other effective date of appraisal for the 2012 tax year and the Phase II Personal Property Date shall be deemed to be such other effective date of appraisal for the 2014 tax year. Determination as to whether the Phase II Personal Property Commitment has been met shall be based on New Taxable Tangible Personal Property placed on the Development Property since the Effective Date of this Agreement and not just on New Taxable Tangible Personal Property added to the Development Property after the Phase I Personal Property Date. In other words, if New Taxable Tangible Personal Property having a value of Five Million Dollars ($5,000,000.00) was in place on the Development Property as of the Phase I Personal Property Date of January 1, 2012, the Phase I Personal Property Commitment would have been attained and the additional Nine Hundred Thousand Dollars ($900,000.00) in value could be applied toward the Phase II Personal Property Commitment. 4.2. Employment Commitments. 4.2,. 1. Overall Employment. Company shall meet or exceed the following levels of overall employment for the calendar years specified herein (the "Overall Emnloytrent Commitment "): 4.21.1.. i. 2011 -201 1. Beginning in calendar year 2011, and at all tames thereafter through calendar year 2014. Company will meet the O�.,ciall Employment Commitment if Company provides and fills . :? !ca,,,t Oiic 1lundred [ui1- 1 :i11e Jobs cr tl,,, f ort V ortli. fl,; I t! 4.2.1.2. 2615 through Expiration of Term. Beginning in calendar year 2015, and at all times thereafter for the remainder of the Term of this Agreement, Company will meet the Overall Employment if Company provides and fills at least Four Hundred Ninety (490) Full -time Jobs on the Development Property. 4.2.2. Fort Worth Employment. Company shall meet or exceed the following levels of employment of Fort Worth. Residents for the calendar years specified herein (the "Fort Worth Employment Commitment "): 4.2.2.1. 2011 -2014. Beginning in calendar year 2011, and at all times thereafter through calendar year 2014, Company will meet the Fort Worth Employment Commitment if in the year under evaluation at least the greater of (i) seventy -five (75) Full -time Jobs on tiie Development Property or (ii) fifty percent (50 11'0) of all Full -time Jobs on the Development Property in that year, regardless of the total number of Full -time Jobs provided and filled on the Development Property, are held by Fort Worth Residents. 4.2.2.2. 2015 throulzh Expiration of Term. Beginning in calendar year 205, and at all times thereafter for the remainder of the Term of this Agreement, Company will meet the Fort Worth Employment if in the year under evaluation at least the greater of (i) two hundred forty -five (245) Full -time Jobs on the Development Property or (ii) fifty percent (50%) of all Full -time Jobs on the Development Properly in that year, regardless of the total number of Full -time Jobs provided and filled on the Development Propert.', are held by For Worth Residents. 4.2.3. Clmtral Cite ;mployment. Corinany shall meet or exceed the levels of employment of Central City Residents for the calendar years specified herein (thc "Central City Employment Commitment "), with the understanding that a Full -time Joh held by a Central Cite Resident shall also count as a I-Lill tinic Joh llcM l,, a 1"ort Worth Rc.,SIdcnl 1'ar 1)1,11­i)i)sC`; 111 111Ca-1lrlii2 worth'Ind I U �mc-ill td _ i compliance with the Fort Worth Employment Commitment outlined in Section 4.2.2: 4.2.3.1. 2011 -2014. Beginning in calendar year 2011, and at all times thereafter through calendar year 2014, Company will meet the Central City Employment Commitment if in the year under evaluation at least the greater of (i) twenty -two (22) Full -time Jobs on the Development Property or (ii) fifteen percent (15 %) of all Full -time Jobs on the Development Property in that year, regardless of the total number of Full -time Jobs provided and filled on the Development Property, are held by Central City Residents. 4.2.3.2. 2015 through Expiration of Term. Beginning in calendar year 2015, and at all times thereafter for the remainder of the Term of this Agreement, Company will meet the Central City Employment if in the year under evaluation at least the greater of at least (i) seventy -four (74) Full -time Jobs on the Development Property or (ii) fifteen percent (15 %) of all Full -time Jobs on the Development Property in that year, regardless of the total number of Full -time Jobs provided and filled on the Development Property, are held by Central City Residents. 4.3. Supply and Service Spcnding Commitments for Fort Worth Companies. Beginning in calendar year 2013 and in each calendar year thereafter foi- the remainder of the Term of this Agreement, Company shall expend with Fort Worth Companies the greater of at least (1) Fifty Thousand Dollars ($50,000.00) in annual 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 (the "Fort Worth `iipply a.f_d Service Spending Commitment "). -1,1. Sr t )ply and Ser­-J� l �etidia(my ., mitment for fort X'w-th Crrt ► *dI _'' i� a /� ✓l3E Con�nanics. - - -- -- - - - - --- .— - - -_ _. bq, ;nnin�2 M calendar vea;- 201') and in each calendar vcac fog: the remainder of the Term of tlis Agreement. Company shall expend vpith Yort Worth Certified M /WBE Companies the greater of at least (i) Fifteen llousand Dollars ($15.000.00) in annual Supply and Service Expenditures or (ii) twent\°- i�e prrc.rt (_?� ";�} ofali Suhl,ly at�d �er�ice l:spenditures. re�ardl�_�� nft;u' to!.l I' 1 11 tlId I I!ic iu� -�J:. 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 the Fort Worth Supply and Service Spending Commitment outlined in Section 4.3. 4.55. Reports and Filings. 4.5.1. Plan for Use of Fort Worth Certified M/WBE Companies. Within sixty (60) calendar days following the Effective Date, Company will file a written plan with the Director as to how Company intends to meet the 10- /WBE Supply and Service Spending Commitment. Company agrees to work with the City's M /WBE Office and Minority and Women Business Enterprise Advisory Committee as reasonably necessary for assistance in implementing such plan and to address any concerns that the City may have with such plan. 4.5.2. Annual Employment Report. On or before February 1, 2012 and of each year thereafter, in order for the City to assess whether Company met the Overall Employment Commitment, the Fort Worth Employment Commitment, and the Central City Employment Commitment in the previous calendar 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 that held Full -time Jobs on the Development Property, as well as the total number of Fort Worth Residents and Central City Residents that held Full -time Jobs on the Development, all as of December 31 (or such other date requested by Company and reasonably acceptable to the City) of the previous year, together with reasonable supporting documentation. 4.5.3. Quarterly Supph, and SenIce Spending Report. Beginning with the first calendar quarter of 2013, within sixty (60) calendar days following the end of each calendar quarter Company will provide the Director with a report in a form reasonably acceptable to the City that sets forth the then - aggregate Supply and Service Expenditures trade during such calendar as well as the then - aggregate Supply «<,d Service Expenditures made during such calendar year wit l, port \,,,o- It Cotnpani:a and ,vith Toit Worth Certified M /WBE Companies. "i he 'it"; v;ill use cacti year's fourth quarter report to assess whether Company mct the Fort Wcnh Supply and Service Spending Commitment the M /%VBE Sunply and Service Spending Commitment for that year. fc1�c,.:n L its u'�I���rt \�urll� ❑n�: IU :Ai;�cr�lr,�,�1.�. ! ;-- 4.6. Audits. The City will have the right throughout the Term to audit the financial and business records of Company that are reasonably necessary to evaluate Company's compliance with this Agreement and the commitments set forth in this Agreement ( "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 reasonably cooperate fully with the City during any audit. Notwithstanding anything herein to the contrary, the Company shall not be required to provide access to or disclose information where such access or disclosure would be reasonably likely to jeopardize the attorney - client privilege of the Company. 5. CITY O;aL.IGATIONS. 5.1. Program Grants. Subject the terms and conditions of this Agreement, Company will be entitled to receive from the City up to ten (10) consecutive annual Program Grants, beginning in 2013 (Program Year 1). The amount of each Program Grant shall be calculated in accordance with Sections 5. 1.1 and 5.1.2. Notwithstanding anything to the contrary herein, aggregate Program Grants payable under this Agreement shall be subject to and shall not exceed the Program Cap. 5.1.1. Program Grant Payable in 2013. Provided that Company meets the Phase I Personal Property Commitment, Company shall be entitled to receive a Program Grant payable in 2013 (Program Year 1) equal to fifty percent (50 %) of the Development Personal Property Tax Revenues received in the 'twelve- Month Period ending January 31, 2013. 5.1.2. Program, Grants Payable in 2014 -2022. Provided that Company meets the Phase I Personal property Commitment, Company shall be entitled to receive a Prog-a -n Grant p,r.,,-abie in 2014 (Program Year 2). Provided brat Cornpam ni,.,.-ts both Ele Phase 1 Personal Property Commitment and the Phase ii Personal Properiy Commitment_ Company shall be entitled to recei ac Program Grants payable Pi 2015 through 2022 (Pro(,ram Years 3 through 10). 'Ihc amount of each Program Grart payable pursuant to tilis Section 5. 1.2 shall equal the sum of the Personal Property Percentage: the Overall F.mplo-vment Percentage: the Fort Worth F111ployment Percenta ge; tl_r ('cntr<,! (,'itv I:n�pic >vment Pcrct�nta�e: th�� l�or' ti�,'or-th Suppl�. �,,,' �er�i;.� orth "Ilii Sections 5.1.2.1 through 5.1.2.6, respectively) earned for the calendar year prior to the year in which the Program Grant is payable multiplied by the Development Personal Property Tax Revenues received in the Twelve - Month Period ending in the year in which a given Program Grant is payable, as more specifically set forth in the provisions of this Section 5.1.2 below. 5.1.2.1. Installation of Personal Property (10 %). Each annual Program Grant payable in Program years 2 through 10 shall include an amount that is based on whether Company met the Phase I Personal Property Commitment and the Phase Il Personal Property Commitment in the previous calendar year, as applicable. If Company meets the Phase I Personal Property Commitment, the Program Grant payable in calendar year 2014 (Program Year 2) shall include ten percent (10 %) of the Development Personal Property Tax Revenues received in the Twelve -Month Period ending in January 31, 2014. If Company meets both the Phase I Personal Property Commitment and the Phase 11 Personal Property Commitment, each subsequent Program Grant payable pursuant to this Agreement shall include ten percent (10 %) of the Development Personal Property Tax Revenues received in the Twelve -Month Period ending in the year in which the Program Grant is payable. The ten percent (10 %) credit is, in both cases, referred to elsewhere in this Agreement as the "Personal Property Percentage "). In no event will the Personal Property Percentage exceed ten percent (10 %). Notwithstanding anything to the contrary herein, if Company fails to meet either the Phase I Personal Property Commitment or the Phase II Personal Property Commitment, an Event of Default, as mere specifically set forth in Section 6.1, will occur and the City shall have the right to terminate this Agreement immediately withou' further obligation to Company. Upon any such termination, the obligations of the parties hereunder shall immediately cease. x.1.2.2. Overall Erry!oy:Vent i,aCfl ali11L_a1 Program ]rant pa \able in tlrojairi 4 caps 2 through 10 shall iiiciLUd, ar amount that is bi_sed on "N I_lethcr the Overall I:mployr W! Commitment. as outlined in Section 4.2.1. was met in the previous year (the "Overalf Employment Percentage "). If Company meets the Overall hmployment Commitment in a given year. the Overall I:�nl�lo�.mcn! PLrcent:l(lc ap.1!i,:"h! 101- the Pro'-,ram Grant pa-\:+!C i t' p"i r w J! :!I 1 1; knici ii :,1J ,. 1!:;'. will the Overall Employment Percentage exceed ten percent (10 %). Notwithstanding anything to the contrary herein, if Company does not meet the Overall Employment Commitment in a given year, an event of default will not occur, but the Program Grant payable in the following year shall equal zero (0) (which, nevertheless, shall count as payment of a Program Grant for purposes of calculating the Term of this Agreement, as set forth in Section 3). 5.1.2.3. Fort Worth Employment (Up to 10 %). Each annual Program Grant payable in Program Years 2 through 10 shall include an amount that is based on the percentage by which the Fort Worth Employment Commitment, as outlined in Section 4.2.2, was met (the "Fort Worth Employment Percentage "). The Fort Worth Employment Percentage will equal the product of ten percent (10 %) multiplied by the percentage by which the Fort Worth Employment Commitment was met. For example, if Company provides and fills one hundred sixty (160) Full -time Jobs on the Development Property in calendar year 2014, the Fort Worth Employment Commitment for that year will be eighty (80) Full -time Jobs (fifty percent (50 %) of all Full -time Jobs provided on the Development Property). If only seventy (70) Full - time Jobs on the Development Property are held by Fort Worth Residents in 2014, the Fort Worth Employment Percentage for the Program Grant payable in the following year would be 8.75% instead of 10% (or .10 x 70/80, or .10 x .875, or .0875). If the Fort Worth Employment Commitment is met or exceeded in any given year, the Fort Worth Employment Percentage will be ten percent (10 %) for purposes of calculating the amount of the Program Grant payable in the following year. 5.1.2.4. Central City Employment (Up to 10 %). Eacl. annual Program Grant payable in Program Years 2 through 10 shall include an amount that is based on the percentage by which the Central City Employment Commitment, as outlined in Section = b.2.3, was mct (the "Central City Employment Percentage "). The Central City pmp',oymcnt Percentage will equal the product of ten percent (10° /,) multiplied by the percentage by which the Central City Fmplo;;ment Commitnicrit was nict. 1�or example, if Company provides and fills one hundred sixty (1.60) Full -time Jobs on the Development Property in calendar year 2014. the Central City Employment Commitment for that \yili be tkventy -four- (24) Full -time 30S I _ :��iri.� 1)r��l �ruC!�I I'r;�r�;un \���::m�• ^, hct.�r_r. C iii rl l ���t \4 ortII anal I I) .1111critI I P:. !:i. _ Development Property). If only twenty (20) Full -time Jobs on the Development Property are held by Central City Residents in 2014, the Central City Employment Percentage for the Program Grar +t payable in the following year would be 8.333% instead of 10% (or .10 x 20/24, or .10 x .8333, or .08333). If the Central City Employment Commitment is met or exceeded in any given year, the Central City Employment Percentage will be ten percent (10 %) for purposes of calculating the amount of the Program Gram payable in the following year. S.1.Z.C. Fort Worth Supply and Service Snendir 4 Up_ t(1 Each annual Program Grant shall include an arnount that is based on the percentage by which the Fort Worth Supply and Service Spending Commitment, as outlined in Section 4.3, was met (the "Fort Worth Supply and Service Percentage' "). The Fort Worth Supply and Service Percentage will equal the product of five percent (5 %) multiplied by the percentage by which tho Fort Worth Supply and Service Spending Commitment was met, which will be calculated by dividing the actual Supply and Service Expenditures made in the previous calendar year with Fort Worth. Companies by the applicable Fort Worth Supply and Service Spending Commitment for such year, as determined in accordance with Section 4.3. For example, if the Fort Worth Supply and Service Spending Commitment in calendar year 2014 is $50,000.00 and only $40,000.00 in Supply and Service Expenditures were made with Fort Worth Companies in that calendar year, the Fort Worth Supply and Service Percentage fcr purposes of calculating the Program Grant payable in the following year would be 4% instead of 5% (or .05 x [$40,000/$50,000], or .05 x .80, or .04). if the Fort Worth Supply and Service Spending Commitment is met or exceeded in any given year, the Fort Worth Supply and Service Percentage for purposes of calculating t1e Program Grant payable in the following year will be five percent (5 %). `,.:.2.,:f. Fort W.)rtb MAVBE `ri :ly and! Each annual ProLrarn Grant shat; include an that is based on the percentage b� which the 1\INV13F "')UM- iy any': Service Spending Commitment, as outlined in Section 4.4, was rlct (the "_M /NVBE. Supply and Service Percentage "). The NV�VIyr I- I'r�,�cnt�tLc vv1'1 eCIuL11 tht, prodi:ct ot I gill o.1 V (111!1 si inr;iL.�.ir_ 1�. Supply and Service Spending Commitment was met, which will be calculated by dividing the actual Supply and Service Expenditures made in the previous calendar year with Fort Worth Certified M /WBE Companies by the applicable M /WBE Supply and Service Spending Commitment for such year, as determined in accordance with Section 4.4. For example, if the M/WBE Supply and Service Spending Commitment in calendar year 2014 is $15,000.00 and only $10,000.00 in Supply and Service Expenditures were made with Fort Worth Certified M /WBE Companies in that calendar_ year, the M /WBE Supply and Service Percentage for purposes of calculating the Program Grant payable in the following year would be 3.333% instead of 5% (or .05 x [$10,000 /$15,000], or .05 x .66, or .0333). If the M /WBE Supply and Service Spending Commitment is met or exceeded in any given year, the M /WBE Supply and Service Percentage for purposes of calculating the Program Grant payable in the following year will be five percent (5 %). ' No Offsets. A deficiency in attainment of one commitment may not be offset by the exceeding attainment in another commitment. For example, if in a given year Company failed to mecL the M /WBE Supply and Service Spending Commitment by $5,000.00, but exceeded the Fort Worth Supply and Service Spending Commitment by $5,000.00, all Program Grants payable in the following year would still be reduced in accordance with Section 5.1.2.6 on account of Company's failure to meet the M /WBE Supply and Service Spending Commitment. 5.2. Pry ,, r-IM Cates. Notwithstanding anything to the contrary herein, once the City has paid Company aggregate Program Grants equal to the Program Cap, this Agreement shall automatically expire. If in any Program Year the amount of a Program Grant would cause the aggregate Program Grants paid by the City pursuant to this Agreement to exceed the Program Cap, the amount of the Program Grant payable in that Program Year shall equal the difference between the aggregate of all! progl °anl Grants pzid by the Ciiv as of th,� previous Program Fear and tk- !"oorain Ctiap. alld tiu:> Sllall e_,;plre upo11 pavmellt sLICI1 Pro?r:,:A Grant. <. l.lead ine for Pacments ,nd Source of Funds. 'I'lle first 111-0grani Grant payable hereunder shall be paid by the Cit „” er or 20 1 1ach ;uhseyuen: annual ['roe ran: C�ra,�� pay rnr!lt \\ ill 1,(., t11 01 h. :1,! JL�ll<_ I l'f . .`, if.��lil �i �1�•.. � :�I t�I�Yi II1 1 �, ��..'C!Ili;�. 1�:��ll�:ux' 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 Development Personal Property Tax Revenues. Company understands and agrees that any revenues of the City other than those dedicated for payment of a given annual Program Grant pursuant to this Agreement may be used by the City for any lawful purpose that the City deems necessary in the carrying out of its business as a home rule municipality and will not serve as the basis for calculating the amount of any future Program Grant or other obligation to Company. 6. DEFAULT, TERMINATION AND FAILURE EY COMPANY TO MEET VARIOUS DEADLINES AND COMMITMENT;. 6.1. Failure to Meet Personal Property Commitments. If Company fails meet the Phase I Personal Property Commitment or the Phase II Personal Property Commitment, the City shall have the right to terminate this Agreement by providing written notice to Company, without further_ obligation by the City to Company or by the Company to the City hereunder. 6.2. Failure to Pay City Taxes. An event of default shall occur under this Agreement if any City taxes owed on the Development Property by Company or an Affiliate cr arising on account of Company's or an Affiliate's operations on the Development Property become delinquent and Company or the Affiliate does not either pay such taxes or protest and /or contest of any such taxes. In this event, the City shall notify Company in writing and Company shall have thirty (30) calendar days to care such 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 to it under the law or in equity. 6.3. ll4aterial Violations of City Code,Statc or Federal Law. An event of default shall occur under this Agreement if any wri!Len citation is issued to Company due to the occurrencr� of a violations o_'� a material provision of the City Code on the Development Property or on er within an, improvements thereon (including, kvithout limitatior. any violation of the City's Building or Fire Codes and any other City Cr -,rjo violations related to tic environrlental condition of the Development Property; the etivironn.cmal condition other land or waters which is attributabie tc operations on the Development Property; or to matters concernin« the publics health, safe(, cr «wllarc) not paid or the such citation does, 1,„' fit', ld ilk Ik,. ort %\ o II tjld I1 % .Hier i'ni IC. Ins. this Agreement if the City is notified by a govermnental agency or unit with appropriate jurisdiction that Company 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 any a successor in interest thereto, or the City (on account of the Development or the act or omission of any party, other than the City, on or after the effective date of this Agreement) is 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 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 default. If the default has not been frilly 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 to under the law or in equity. Upon any such termination, the obligations of the parties hereunder shall immediately cease. 6.4. Knowing Employment of Undocumented Workers. Company acknowledges that effective September 1, 2007, 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.C. Section 1324a(f) (relating to federal criminal penalties and injunctions for a pattern or practice of employing unauthorized aliens): a if such conviction occurs during the Term of this Agceemer,t, this Agreeir�cn'. shall terminate contempomneot:sly uron sucli cOnvicJ(on (�,ub -ject to any appcllatc rigllts that ma; la-'O" illy be t') Irdl cxciclsc:', h�, Colnpalw) an(i Company sh-,Ji r pay. v,ithin (gin., hllnLt'CU twenty (120) calendar days fu' ;lowing receipt of whiten dcmann frcrr Jln l the ag--regatc amO'Jnt of the Pro',ram Crants received bN CoInr , i\ Hereunder. if a:1y. plus Simpic Interest at a rate of tv�o perccnt annum', or li S(h�l� com ictloll oc(' !`: Lit "cr e \rllatl(- 1 cr tt'rm?ll' tlon o: tl ?!'; Lr cm It 1,t I of -I U11.'. ll `r.� I�.�.I,I "IIU,tc �.l 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 hereunder, if any, plus Simple Interest at a rate of two percent (2 %) per annum. 1� or the purposes of Section 6.4, "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 o=ily apply to the aggregate amount owed hereunder and is not applied to interest calculated. For example, if the aggregate amount owed hereunder is $10,000 and it is required to be paid back with two percent (2 %) interest five years later, the total amount would be $10,000 + [5 x ($10,000 x 0.02)], which is $11,000. This Section 6.4 does not apply to convictions of any Affiliate, by any franchisees of Company, or by a person or entity with whom Company contracts. Notwithstanding anything to the contrary herein, this Section 6.4 shall survive the expiration or termination of this Agreement. 6.5. Failure to I<i'Ied, Employment or Supply and Service Spending, Commitments. If Company fails to meet 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 in any given year, such event 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 pursuant to this Agreement to be reduced in accordance with this Agreement. 6.6. !+ ai lure to Submit Reports. Without limiting the application of Section 6.7, if Company fails to submit arty report, required by and in accordance with Section 4.5, the City's obligation to pay any Program Grants at the time, ii any, shall be suspended until Company has provided all required reports. 6.7. General Breach. Unless ,tateo cls: albere in t?ris Agrecmcnt. Company and tl,c City e,r:,h sh_til be in d Cult under this Agreement ci.tl;: r party materially breachc�s .-t tr -rm or condition. which i .,, n;aterial. of this Agreemerl'.. rn tl-, event that s!i,+ breach rcn,�_ins unct►rcd after thirty ('�0) calcndai da} s following receip, of written notice from the other party referencing this Agreement (or, if the other party I,as diligently and continuously attempted to cure following receipt of such written no[;,c but rcason�111-1 retluires 11o:-, than tl,ir_. (_() c:11endar dais to cure. th %tl I 'i; •t I'•c�i I- IK {'•Al'�'li ( III ��l I ��il �'• � ,�., ,.h�� I i )� `.i'1Cllll'.7tIC. I;ii determined by both parties mutually and in good faith), the other party shall have the right to terminate this Agreement immediately by providing written notice to Company. The Company may terminate this Agreement for any reason provided that the Company return to the City all of the Program Grants it received from the City hereunder together with Simple Interest thereon, and in such case all the obligations of the Company hereunder shalt cease and it shall have no obligations hereunder. 7. INDEPENDENT CON 11'RAC'TOR. It is expressly understood and agreed that the parties shall operate as independent contractors in each and every respect hereunder and not as agents, representatives, partners, joint venturers or employees of the other party. Neither party can make representations or commitments that bind the other party. The Company is not a "governmental body" by virtue of this Agreement or the use of Program Funds or other funding. 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 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. 8. INDEMNIFICATION. COMPANY, AT NO COST TO THE CITY, A GRF:ES TO DEFEND, INDE11NIFYAND HOLD THE CITY ITS OFFICERS, AGENT'S SERVANTS AND EMPLOYEES, HARMLESS AGAINST ANY AND ALL CLAIMS, LAYVSUITS, ACTIONS, COSTS AND EXPENSES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, THOSE FOR PI:OPERTY 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 T(", ARISE O!I O ' OR BI: OCCASIONEi) BY (1) COMPANY'S BREACH OF ANY OF THE MATERIAL TER IS OR PPW1ISIO.AS OF THIS AGREEMENT OR (ii) ANY NF_GL1GEArT ACT OR OMISSIO 1 Off? jNTE�'TI0AAL MISCONDUCT OF COMPANY ITS OFD CERS, AGLNT_, ASSOCIATES, EMPLOYEES, CONTRACTORS (OTHER 1114A' THE CITY) OR SUBCONTRACTORS, RELATED TO THE DEVELOPAIL'lNrT ANB ANY OPER,ATION.S AND ACTIVITIE. ON 171E DEVELOPYIENQ' PROPL -RTY OR I�" . oj,�ucrl I'r. ni , _11 of { or 1A oldl QIIU I I) : MILLClifLr.:i. 1!1:'. 9. LIMITATION OF LIABILITY. In no event will either party be liable to the other party for any indirect, special, punitive, exemplary, incidental or consequential damages. This limitation will apply regardless of whether or riot the other party has been advised of the possibility of such damages. IV. 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: Ci''ry: City of Fort Worth Attn: City Manager 1000 Throckmorton Fort Worth, TX 76102 with copdes to: the City Attorney and Housing/Economic Development Director at the same address It. ASSIGNMENT AND SUCCESSORS. Compan- : TD Ameritrade, Inc. Attn: Corporate Tax 4211 S. 102nd St. Omaha, NE 68127 with o copy to: TD Ameritrade Holding Corporation 6940 Columbia Gateway Dr., Ste. 200 Columbia, MD 2104 6 Attn: General Counsel Company may at any time assign, transfer or otherwise convey ar_y of its rights or obligations under this Agreement to an Affiliate without the approval of the City 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 Ccvnpany under this Agreement. In addition, the Company or any legal successor thereto of prior assi;�-r ee thcreof nlav assl ,,n its ri,,hts and o' ;_(,atlons Iii "`dcr this A­ri't ri,,,'i1t in comiceiiCh X-lih aivy n ?erger or p!Irstiaiit to operation cf la',v. to am legal sU,.cwSso1' 0I- a11V p,'I -son CI entit,.' tl -at -.(cquires all or st,bstantially all o4i' its basiness a.-id operations without tl:(_ approval of the Cif-". Othel�w;se. Company may not �_ssign_ transfer or otherwise conv,� aiiv of Its rights or obligalloils under this Agrcement to any other person or entity VN th';iil the prior consent of the City Council. wlik-h consent shall not be unreasonably witllhcld- conditioncd on (i) the prior at- proval ofthc assignee or successor and a finding by tile' C1!, '1t1'1C1� 0'7It the rt-oposcd ;1: " 14- : ?..'� 0; 1`, lulanclall\ Cap::hlc of 0", 1.1111 (_ "n, ,I o I i V or" If an_i I I, Ai I W I P'�' I 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. Except as provided in this Section 11, any attempted assignment without the City Council's prior consent shall constitute grounds for termination of this Agreement and following thirty (30) 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, ORDINANCE'S, 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. 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. SEVERAPILI T Y. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceabili ty of the remaining provisions shall not in any way be affected or impaired. 16. T'V!F � NP IURISlifCr ION. if any- action, whether real or a-serted, at law or in edui �,,. a,`ses ou tlhc has' 0- any ?in-vision of this Agreement, venue for such action shall lie m state courts locato(' U11 Tarrant County, Texas or the United States District Court for the Northern District of Texas — Fort Worth Division. This shall be ccnstrued in accordance v.itn the kms oCthc State of "I 1 "I"c ,. :t, o; I r,rt w„rt'l ami 11) \mcrip" i,: i;,� 17. 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. 18. FORCE MAJEURE. It is expressly understood and agreed by the parties to this Agreement that if the performance of any obligations hereunder is delayed by reason of war, civil commotion, acts of God, inclement weather, or other circumstances which are reasonably beyond the control of the party obligated or permitted under the terms of this Agreement to do o perform the same, regardless of whether any such circumstance is similar to any o'those enumerated or not, the party so obligated or permitted shall be excused from doing or performing the same during such period of delay, so that the time period applicable to performance of the obligation shall be extended for a period of time equal to the period such party was delayed. Notwithstanding anything to the contrary herein, it is specifically understood and agreed that Company's failure to obtain adequate financing to meet its obligations and commitments hereunder shall not be deemed to be an event of force majeure and that, in such an event, this Section 17 shall not operate to extend the Phase I Personal Property Date or the Phase II Personal Property Date. 19. 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. 20. CAPTIONS. Captions and headings used in this Agreement are for reference purposes o,1ly and shall not be deemed a part of this Agreement. 2?. ENTIRETY OF AGREEMENT. This Agreement. including -Inv exhibits attached hereto � n.l ar.y &,,.umenis inc,.porated herein by reference, contains the entire understanding and a, )reelnent hetween the City and Company. and any lawful ass_gn and successor of Company. as to 1:��.' 11<<;llc2'S C•.`llta`Iletl 1',l'C'lil Am o!' contelnporaneot1S oral or % \rlitcn 1- OIL, \k'111 HI �011111C! hill,v 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 Citv in an open meeting held in accordance with Chapter 551 of the Texas Goverriment Code. 22. 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: CIT Y OF FOR ' WORTH: By: -- Fernando Co to Assistant City Manager Date:. 12.1S, APPROVED AS TO FORM AND LEGALITY: By: - -- Pet,,r Vaky Deputy City Attorney TD AMERITPJ,,.DE, INC., a New York comoration: By:_ CFO Date: 111&�C: %- -24443 09 -10 -1� anti C -248 3 05 -03 -_1l_ by: P. Gonzales, City Secretary PO * bnv 4Zjb �oAT��� u o � 0 0 a 0�-,r, j "r -'0. c.:i r TARY V T. `i x r•' "g M, T X EXHIBITS "A" — Map of Central City ( It% rCI ()I '. A \ooI ens IG %m. . r T o- 76 77 s2s 70 6 Exhibit "A" �' S1 7605 7 76092 Z ` 76244 76248 a -1 n 76131 76 4 I — 76182 76148 " 7603 76 37 7605 76021 U 180 z 76135 76022 76106- p ,o 761 18 155 11 76164 ,46106 76127 �__ .p _ 76120 2 76012 1 7 &1.12. _ 7§07 , �'t p 610 m 76105 760 0 7 f 76109 76015 9 76016 �m227011 r 76132 76017 7601 76133 76134 7 60 76126 v` 0 76001 760 76123 76?'4O I 76036 �'tj063 � 1 76028 Legend FORT WORTH Updated 08/09/2011 zip Codes OCentral City Boundary IipibieArea Housing and Economic Development CDBGE N City Limit CDBG Eligible Areas & Central City M &C Review CITY COUNCIL AGENDA COUNCIL ACTION: Approved on 9/14/2010 Page 1 of 2 Official site of the City of Fort Worth, Texas FoR * Fi DATE: 9/14/2010 REFERENCE NO.: C -24443 LOG NAME: 17EDPGTDA CODE: C TYPE: NON - CONSENT PUBLIC NO HEARING: SUBJECT: Authorize the Execution of Economic Development Program Agreement with TD Ameritrade, Inc., for Business Expansion at 4600 and 4700 Alliance Gateway Freeway (COUNCIL DISTRICT 2) RECOMMENDATION: It is recommended that the City Council authorize the City Manager to execute an Economic Development Program Agreement with TD Ameritrade, Inc., related to a proposed redevelopment and business expansion at 4600 and 4700 Alliance Gateway Freeway. DISCUSSION: TD Ameritrade, Inc., (TDA) is currently occupying 187,644 square feet at 4600 Alliance Gateway Freeway, where it employs over 1,000 people. The company is one of the top three discount brokerage firms in the U.S. TDA is considering renovating and remodeling an adjacent 50,000 square feet building at 4700 Alliance Gateway Freeway and increasing its employment count at this site. In return for this commitment, the City proposes to enter into an Economic Development Program Agreement under which TDA would receive annual program grants equal to a maximum of 50 percent of new non - inventory business personal property taxes paid to the City by TDA for a maximum of 10 years or until the company has received $300,000.00 whichever occurs first. Project: The proposed project is estimated to have an investment of at least $4,100,000.00 in new non - inventory business personal property by December 31, 2011 and additional investment of at least $2,100,000.00 in new non - inventory business personal property by December 31, 2013. Failure to meet these commitments shall be an event of default, in which case the City will have the right to terminate the Agreement. TDA will be required to create at least 125 full -time jobs by December 31, 2011 and at least 50 percent or 62 of the positions must be committed to Fort Worth residents and 15 percent or 19 of the positions to Central City residents. By December 31, 2015, TDA will be required to have at least 490 full -time jobs in the facility, and at least 50 percent or 245 of the positions must be committed to Fort Worth residents and at least 15 percent or 74 of the positions must be committed to Central City residents. If TDA fails to meet any of these commitments in a given year, it will forfeit payment of the following year's grant. Utilization of Fort Worth Companies and Fort Worth_M/WBE Businesses: Regarding the utilization of Fort Worth Companies and Fort Worth Minority/Women Business Enterprises, TDA has committed to spend the greater of 25 percent or $50,000.00 of its annual supply and service expenditures with Fort Worth Companies. TDA has also committed to the greater of 25 percent or $15,000.00 of its annual supply and service expenditures with Fort Worth M/WBE businesses. The Economic Development Program Agreement is structured as follows: http: / /apps.cfwnet.org /council _packet /mc_ review .asp ?ID = 14035 &councildate =9/ 14/2010 1/21/2011 M &C Review Grant Component Page 2 of 2 Each annual grant will equal a percentage of the new non - inventory business personal property taxes paid to the City by TDA in accordance with the extent to which TDA meets the following commitments, up to a maximum of 50 percent of such taxes. Business Personal Property Investment 16 percent Fort Worth Supply and Service Contractors 5 percent Fort Worth M/WBE Supply and Service Contractors 5 percent Overall Employment 10 percent Employment of Fort Worth Residents Employment of Fort Worth Central City Residents 10 percent 10 percent This project is located in COUNCIL DISTRICT 2. FISCAL INFORMATION/CERTIFICATION: The Financial Management Services Director certifies that this action will have no material effect on City funds. TO Fund /Account/Centers FROM Fund /Account/Centers Submitted for City Manager's Office-W. Thomas Higgins (6192) Oriainatinq Department Head: Jay Chapa (5804) Robert Sturns (8003) Additional Information Contact: Ana Alvarado (2661) ATTACHMENTS http:// apps .cfwnet.org /council_packet /mc_ review. asp ?ID = 14035 &counciIdate = 9/14/2010 1/21/2011 M &C Review Page 1 of 2 Offioal site of the City of Fort Worth, i "exas CITY COUNCIL AGENDA FoRH Iroo- COUNCIL ACTION: Approved on 5/3/2011 DATE: 5/3/2011 REFERENCE * *C -24883 LOG NAME: 17EDPGTDACORRECTION NO.. CODE: C TYPE: CONSENT PUBLIC NO HEARING: SUBJECT: Amend M &C C -24443 to Correct the Terms and Conditions of an Authorized Economic Development Program Agreement with TD Ameritrade, Inc. (COUNCIL DISTRICT 2) RECOMMENDATION: It is recommended that the City Council amend M &C C -24443 to correct the terms and conditions of an authorized Economic Development Program Agreement with TD Ameritrade, Inc. DISCUSSION: On September 14, 2010, the City Council authorized the execution of an Economic Development Program Agreement with TD Ameritrade, Inc., (M &C C- 24443). TD Ameritrade, Inc., (TDA) is one of the top three discount brokerage firms in the United States. TDA currently operates a 187,644 -foot facility at 4600 Alliance Gateway Freeway, where it employs over 1,000 persons. In return for certain Economic Development Program Grants paid by the City, as more specifically outlined below, TD Ameritrade, Inc., will complete the renovation and remodeling of a 50,000 square foot building adjacent to its current facility and add at least 125 jobs at the site. Protect: The proposed project is estimated to have an investment of at least $4.1 million in new non - inventory business personal property by December 31, 2011 and additional investment of at least $2.1 million in new non - inventory business personal property by December 31, 2013. Failure to meet these commitments shall be an event of default, in which case the City will have the right to terminate the Agreement. TDA will be required to create at least 125 full -time jobs by December 31, 2011: at least 50 percent or 62 of the positions must be committed to Fort Worth residents and 15 percent or 19 of the positions to Central City residents. By December 31, 2015, TDA will be required to have at least 490 full -time jobs in the facility and at least 50 percent or 245 of the positions must be committed to Fort Worth residents and at least 15 percent or 74 of the positions must be committed to Central City residents. If TDA fails to meet any of these commitments in a given year, it will forfeit payment of the following year's grant. Utilization of Fort Worth Companies and Fort Worth M/WBE Businesses: Regarding the utilization of Fort Worth Companies and Fort Worth Minority/Women Business Enterprises, TDA has committed to spend the greater of 25 percent or $50,000.00 of its annual supply and service expenditures with Fort Worth Companies. TDA has also committed to spend the greater of 25 percent or $15,000.00 of its annual supply and service expenditures with Fort Worth M/WBE businesses. However, the Economic Development Program Agreement is structured as follows: Provided that TDA meets its obligation to invest at least $4.1 million in new non - inventory business personal property at the site by December 31, 2011 and all other applicable obligations under the Agreement, TDA will receive a grant for the following year in an amount equal to 50 percent of the taxes on that property. Grants payable in the next nine years will equal a percentage of the new non- http: // apps. cfwnet. org /council _packet /mc_review.asp ?ID =15071 &councildate = 5/3/201 1 5/4/2011 M &C Review Page 2 of 2 inventory business personal property taxes paid to the City by TDA, calculated in accordance with the extent to which TDA meets the following commitments, up to a maximum amount equal to 50 percent of such taxes. Company Commitment Potential Maximum Grant* Year One Potential Maximum Grant* (Years Two - Ten) Business Personal Property Investment 50 percent 10 percent FW Supply and Service Contractors five percent FW MWBE Supply and Service Contractors five percent Overall Employment 10 percent Employment of Fort Worth Residents 10 percent Employment of FW Central City Residents 10 percent TOTAL 50 percent 50 percent *M &C C -24443 erroneously stated that the first year's grant would be calculated in the same manner as the grants payable in the latter nine years. Expressed as a Percentage of Incremental New Taxes Paid on incremental new non-inventory Business Personal Property This proposed project is located in COUNCIL DISTRICT 2. FISCAL INFORMATION /CERTIFICATION: The Financial Management Services Director certifies that this action will have no material effect on City funds. TO Fund /Account/Centers Submitted for City Manager's Office by: Originating Department Head: Additional Information Contact: ATTACHMENTS FROM Fund /Account/Centers Susan Alanis (8180) Jay Chapa (5804) Robert Sturns (8003) http: // apps. cfwnet. org/ council_packet/mc_review.asp ?ID =15071 &councildate= 5/3/2011 5/4/2011