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Home My WebLink AboutContract 60921CSC No. 60921 ECONOMIC DEVELOPMENT PROGRAM AGREEMENT This ECONOMIC DEVELOPMENT PROGRAM AGREEMENT ("Agreement") is entered into by and between the CITY OF FORT WORTH ("City"), a home rule municipality organized under the laws of the State of Texas, and MCMASTER-CARR SUPPLY COMPANY, an Illinois corporation ("Company"). RECITALS The City and Company hereby agree that the following statements are true and correct and constitute the basis upon which the City and Company have entered into this Agreement: A. Company is an e-commerce distribution company that supplies specialized equipment, hardware, tools, and the like to industrial and institutional customers, with a focus on delivery of maintenance equipment and products necessary to ensure uptime, especially for critical functions and operations. B. Company intends to develop property located at 4894-4896 Litsey Road, Fort Worth, Texas ("Development Site"), as more specifically described and depicted in Exhibit "A" attached hereto. C. Company intends to expend at least: (i) $180,000,000.00 on the construction of a Regional Headquarters on the Development Site ("Real Property Improvements"), and (ii) $180,000,000.00 in New Taxable Tangible Personal Property to operate the Regional Headquarters ("Personal Property Improvements") (collectively, "Required Improvements"). D. The Required Improvements and Company's operations thereon will benefit the City by delivering additional employment opportunities and tax base to the community while strengthening the industrial supply chain through the operation of e-commerce distribution of supplies, specialized equipment, hardware, and tools necessary to ensure operational uptime of industrial and institutional customers located within the region. E. As recommended by the City's most recently adopted Comprehensive Plan ("Comprehensive Plan"), and in accordance with Resolution No. 5722-03-2023 ("Policy"), the City has established an economic development program pursuant to which the City will, on a case - by -case basis, offer economic incentives authorized by Chapter 380 of the Texas Local Government Code that include monetary loans and grants of public money, as well as the provision of personnel and services of the City, to businesses and entities that the City Council determines will promote state or local economic development and stimulate business and commercial activity in the City in return for verifiable commitments from such businesses or entities to cause specific employment and other public benefits to be made or invested in the City ("380 Program"). F. The City Council has determined that the feasibility of the proposed Required Improvements described herein is contingent on Company's receipt of the Program Grants. G. The City Council has determined that the development and use of the Required Improvements will benefit and stimulate the local economy and that the 380 Program is an appropriate means to achieve this project. OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Economic Development Program Agreement between City of Fort Worth and McMaster -Carr Supply Company 1 of 25 H. In addition, the City Council has determined that, by entering into this Agreement, the potential economic benefits that will accrue to the City are consistent with the City's economic development objectives, as outlined in the Comprehensive Plan. I. This Agreement is authorized by Chapter 380 of the Texas Local Government Code. NOW, THEREFORE, in 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 1. INCORPORATION OF RECITALS. The City Council has found, and the City and Company hereby agree, that the recitals set forth above are true and correct and form the basis upon which the parties have entered into this Agreement. 2. DEFINITIONS. In addition to other terms defined in the body of this Agreement, the following terms will have the definitions ascribed to them as follows: 380 Program has the meaning ascribed to it in Recital E. Affiliate means all entities, incorporated or otherwise, under common control with, controlled by or controlling Company. For purposes of this definition, "control" means more than fifty percent (50%) of the ownership determined by either value or vote. Aggregate Development Site Sales Tax Pavments has the meaning ascribed to it in Section 4.7.4. Annual Program Cap means Two Million Dollars and Zero Cents ($2,000,000.00), which is the aggregate maximum annual amount of Program Grants that the City is obligated to pay under this Agreement. Base Grant Percentage has the meaning ascribed to it in Section 6.2.1. Business Equity Firm ("BEF") has the meaning assigned to it in the City of Fort Worth's Business Equity Ordinance (Chapter 20, Article X of the City Code), as amended. BEF Construction Percentage has the meaning ascribed to it in Section 6.2.2. BEF Construction Spending Commitment has the meaning ascribed to it in Section 4.4. Certificate of Completion has the meaning ascribed to it in Section 5. Comptroller means the Texas Comptroller for Public Accounts. Comptroller Reports) has the meaning ascribed to it in Section 4.7.4. Economic Development Program Agreement between City of Fort Worth and McMaster -Carr Supply Company 2 of 25 Construction Costs means the aggregate of Hard Construction Costs and the following costs directly expended for the Real Property Improvements: engineering fees; architectural and design fees; real estate commissions; costs of third -parry consultants, including attorneys and environmental consultants; developer fees; zoning fees; permit fees; insurance and taxes; financing costs, including capitalized interest; and other costs and fees customarily incidental to construction of a commercial project. For removal of doubt, property acquisition costs do not constitute "Construction Costs." Development Sales Tax Revenues means the revenues received by the City from the one percent (1 %) available City sales tax that is presently in effect pursuant to Texas Tax Code Sections 321.101(a) and 321.103, resulting from taxes collected by Company on Sales transacted on or from the Development Site; provided, however, that Development Sales Tax Revenues specifically excludes all revenues from (a) Crime Control and Prevention District Sales Tax imposed by the City pursuant to Texas Tax Code Section 323.105 and Texas Local Government Code Section 363.005, as may be amended, and (b) the Transit Authority Sales Tax paid to the City by the Fort Worth Transportation Authority pursuant to City Secretary Contract No. 19689, as previously or subsequently amended or restated, from the sales tax imposed by the Fort Worth Transportation Authority pursuant to Texas Tax Code Chapter 322. If the City's sales tax rate is ever decreased to the extent that the City receives available sales tax revenues based on less than a one percent (1%) sales tax, then the meaning of the Development Sales Tax Revenues will automatically be adjusted to equal the lesser percentage. If the City's sales tax rate is ever decreased to the extent that the City receives available sales tax revenues based on less than a one percent (1 %) sales tax and is then increased to a higher percentage whose use is not otherwise controlled, regulated, restricted, or otherwise dedicated to a specific use by the City, then Development Sales Tax Revenues will be computed to reflect that increased percentage up to a maximum aggregate of one percent (1%). Development Site has the meaning ascribed to it in Recital B. Development Site Personal Property Tax Revenues means the City's Maintenance and Operation Ad Valorem Taxes on New Taxable Tangible Personal Property located on the Development Site. The taxable appraised value of New Taxable Tangible Personal Property located on the Development Site for any given year will be established solely by the appraisal district that has jurisdiction over the Development Site at the time. Director means the director of the City's Economic Development Department or that person's authorized designee. Effective Date has the meaning ascribed to it in Section 3. Emvlovment Percentage has the meaning ascribed to it in Section 6.3.1. First Operating Year means the first full calendar year following the year in which the Personal Property Completion Date occurred. Force Maieure means any act or event, whether foreseen or unforeseen, that prevents a party from performing its obligations, or satisfying any condition to its obligations, under this Agreement and that is beyond the reasonable control of such party, including, without limitation, acts of God or public enemy, war, riot, terrorism, civil commotion, insurrection, governmental or de facto governmental action including, but not limited to, government actions pertaining to the Economic Development Program Agreement between City of Fort Worth and McMaster -Carr Supply Company 3 of 25 determination of flood zones or FEMA actions (unless caused by acts or omissions of such party), fire, explosion, flood, strike, pandemic, epidemic, quarantine, or the inability to procure labor or materials from normally available sources, or any action of the elements, including without limitation, inappropriate temperature conditions, rainfall, or other interfering precipitation or weather conditions. Full-time Job means a job provided to one (1) individual by Company for at least forty (40) hours per week (or the industry standard or union standard for equivalent full time for such category of jobs, if less). For purposes of this definition, "industry standard" means the average hours per week for a job in a specified category to be considered "full time" in the industrial distribution industry, as evidenced by (a) a report, study, or survey cited in a trade publication focused on that industry, such as Industrial Distribution, or in a nationally -recognized publication, such as the New York Times, or (b) other documentation or evidence provided by Company that is acceptable to the City in the exercise of its reasonable discretion. Hard Construction Costs means the aggregate of the following costs expended by Company for or directly related to the Real Property Improvements: site development and construction costs, including without limitation costs for onsite infrastructure improvements and utility installation for the benefit of the Regional Headquarters; contractor and subcontractor fees; and the costs of supplies, materials, and construction labor, but excludes land acquisition costs paid by Company for the parcel or parcels that make up the Development Site. Maintenance and Oueration Ad Valorem Taxes means the total amount of ad valorem taxes received by the City in any given year that may be spent by the City for any lawful purpose other than debt service. New Taxable Tangible Personal Prouerty ("NTTPP") means tangible personal property that (i) is subject to ad valorem taxation and is rendered for that purpose via the appropriate legal form (which is currently Form 50-144) to the appraisal district that has jurisdiction over the Development Site at the time of rendition; (ii) is located on the Development Site; (iii) is owned or leased by Company; and (iv) was not located in the City prior to term covered by this Agreement. OueratioE Year means each full calendar year following the year in which the Personal Property Completion Date occurred. Overall Emulovment Commitment has the meaning ascribed to it in Section 4.5.1. Personal Prouerty Commitment means both the Personal Property Commitment — Initial and the Personal Property Commitment — Remainder. Personal Prouerty Commitment - Initial has the meaning ascribed to it in Section 4.3.1. Personal Prouerty Commitment - Remainder has the meaning ascribed to it in Section 4.3.2. Personal Prouertv Comuletion Date means the date on which Company has satisfied the Personal Property Commitment — Initial. Personal Prouerty Comuletion Deadline means December 31, 2029. Personal Prouerty Imurovements has the meaning ascribed to it in Recital B. Economic Development Program Agreement between City of Fort Worth and McMaster -Carr Supply Company 4 of 25 Program Cap means Eighteen Million Dollars and Zero Cents ($18,000,000.00), which is the aggregate amount of Program Grants that the City is obligated to pay under this Agreement. 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 Source Funds means the collective amount of City funds available for inclusion in a given Program Grant that equals the following amounts received by the City during the calendar year prior to the year in which the Program Grant is actually paid: (a) Development Site Personal Property Tax Revenues ("Program Source Funds for NTTPP"); and (b) Development Sales Tax Revenues ("Program Source Funds for Sales Tax"). For example, for the Program Grant to be paid to Company in Program Year 1, the Program Source Funds will be the collective amount of Program Source Funds for NTTPP and Program Source Funds for Sales Tax received by the City during the First Operating Year. Program Year means a calendar year in which the City is obligated pursuant to this Agreement to pay Company a Program Grant, beginning in the Second Operating Year (which will be Program Year 1). Real Property Commitment has the meaning ascribed to it in Section 4.2. Real Proverty Completion Date means the date as of which all occupiable space within the Real Property Improvements has received a temporary or permanent certificate of occupancy. Real Property Completion Deadline means December 31, 2028. Real Property Improvements has the meaning ascribed to it in Recital C. Records has the meaning ascribed to it in Section 4.9. Regional Headquarters means (i) the location of Company's primary administrative and operational facility serving Texas and one or more surrounding states, together comprising Company's southwest sales region, (ii) the location of Company's southwest regional executives, and (iii) the location of Company's primary regional distribution facility used in the fulfillment of sales to customers located within Texas. Required Improvements has the meaning ascribed to it in Recital C. Policy has the meaning ascribed to it in Recital E. Salary means a cash payment or remuneration made by Company to an individual for services rendered as an employee to Company, including any paid time off, commissions, bonuses, profit sharing, or equity paid in accordance with Company's benefits plan or plans, but does not include the value of any benefits provided to an employee or any reimbursements for actual and necessary expenses incurred by the employee in the course and scope of the employee's job duties. Economic Development Program Agreement between City of Fort Worth and McMaster -Carr Supply Company 5 of 25 Salary Commitment has the meaning ascribed to it in Section 4.6. Salary Percentage has the meaning ascribed to it in Section 6.4. Sales means all sales of merchandise (including gift and merchandise certificates, equipment, hardware, and inventory), food, alcohol, gasoline, services, and other receipts whatsoever of all business conducted in, on, or from the Development Site, whether paid in cash, by credit, or with crypto or virtual currency, including, but not limited to, sales completed by mail, telephone, telefax, telegraph, internet, or catalogue orders taken (although such orders may be filled elsewhere), sales to employees, and sales through vending machines or other devices. Sales does not include (i) any sums collected and paid for any sales or excise tax imposed by any duly constituted governmental authority, (ii) the exchange of merchandise purchased on and returned to the Development Site, (iii) the amount of returns to shippers and manufacturers, or (iv) the sale of any fixtures. Second OueratinE Year means the second full calendar year following the year in which the Personal Property Completion Date occurred. Simple Interest has the meaning ascribed to it in Section 8.6.2. Term has the meaning ascribed to it in Section 3. TERM. This Agreement will be effective as of August 22, 2023, which is the date on which the City Council approved this Agreement ("Effective Date"), and, unless terminated earlier pursuant to and in accordance with this Agreement, it will expire on the date as of which the City has paid all Program Grants required hereunder ("Term"). 4. COMPANY OBLIGATIONS AND COMMITMENTS. 4.1. Use of Development Site. From the Completion Date until expiration of the Term of this Agreement, Company must use the Development Site as its Regional Headquarters. 4.2. Real Property Improvements. By the Real Property Completion Date, Company must expend or cause to be expended at least One Hundred Eighty Million Dollars and Zero Cents ($180,000,000.00) in Construction Costs on the Real Property Improvements for the Development Site. The Real Property Completion Date must occur on or before the Real Property Completion Deadline (collectively, "Real Property Commitment"). 4.3. Personal Propertv Improvements. 4.3.1. Company must ensure that New Taxable Tangible Personal Property having a taxable appraised value of at least One Hundred Eighty Million Dollars and Zero Cents ($180,000,000.00) is installed on the Development Site by the Personal Property Completion Deadline, such value to be determined solely by the Economic Development Program Agreement between City of Fort Worth and McMaster -Carr Supply Company 6 of 25 appraisal district having jurisdiction over the Development Site at the time ("Personal Property Commitment - Initial'). 4.3.2. After Company has met the Personal Property Commitment - Initial, Company must maintain New Taxable Tangible Personal Property on the Development Site with a taxable appraised value of at least One Hundred Million Dollars and Zero Cents ($100,000,000.00), such value to be determined solely by the appraisal district having jurisdiction over the Development Site at the time, for the remainder of the Term of this Agreement ("Personal Property Commitment — Remainder"). 4.3.3. Company shall have the right to appeal any determination of value by the appraisal district having jurisdiction over the Development Site, but in all cases the taxable appraised value of the New Taxable Tangible Personal Property on the Development Site must equal or exceed One Hundred Million Dollars and Zero Cents ($100,000,000.00) during the Term. Company shall not be deemed to have breached this Section 4.3 unless and until a final, non -appealable determination has been issued by a court of competent jurisdiction, or Company has entered into a final settlement agreement with the appraisal district having jurisdiction over the Development Site, that in either case establishes a taxable appraised value of New Taxable Tangible Personal Property on the Development Site that is less than the applicable minimum value that Company is required to install or maintain, as the case may be, under this Section 4.3. 4.4. Construction Spending Commitment with BEF. By the Real Property Completion Date, Company must expend or cause to be expended an amount equal to at least fifteen percent (15%) of all Construction Costs for the Real Property Improvements with BEFs, regardless of the total amount of such Construction Costs ("BEF Construction Spending Commitment"). 4.5. Emplovment Commitment. 4.5.1. Company must employ and retain the following number of new Full-time Jobs at the Regional Headquarters by the dates set forth below ("Overall Employment Commitment"). Company must retain all new Full-time Jobs at the Regional Headquarters from and after the dates set forth below through the Term of this Agreement. A Full-time Job will be considered new if the individual was hired or assigned to work at the Regional Headquarters on or after the Effective Date. a. Company must employ and retain a minimum of 150 Full-time Jobs at the Regional Headquarters on or before December 31 of the First Operating Year. b. Company must employ and retain a minimum of 250 Full-time Jobs at the Regional Headquarters on or before December 31 of the sixth Operating Year. Economic Development Program Agreement between City of Fort Worth and McMaster -Carr Supply Company 7 of 25 4.5.2. Determination each year of compliance with the Overall Employment Commitment will be based on the employment data provided by Company to the City under Section 4.7.5 for the year under evaluation. 4.5.3. Company will use commercially reasonable efforts to ensure that at least thirty percent (30%) of the new Full-time Jobs are filled with residents of the City of Fort Worth. Failure by Company to meet this requirement will not be an event of default and will not result in the forfeiture or reduction of any Program Grant. 4.6. Average Annual Salarv. The average annual Salary, measured on a calendar year basis, of the required Full- time Jobs pursuant to the Overall Employment Commitment must equal at least Eighty - Five Thousand Dollars and Zero Cents ($85,000.00) ("Salary Commitment'). 4.7. Reports. 4.7.1 Ouarterly Reports. From the Effective Date until the Real Property Completion Date, Company must provide the Director with a quarterly report in the form attached hereto as Exhibit "B" that specifically outlines (i) the then -current aggregate Construction Costs expended for the Real Property Improvements; and (ii) the then -current aggregate Construction Costs expended with BEFs for the Real Property Improvements. 4.7.2. Final Construction Report. No later than sixty (60) calendar days following the Real Property Completion Date, in order for the City to assess whether the Real Property Commitment and the applicable BEF Construction Spending Commitment have been met, Company must provide the Director with a report in the form attached hereto as Exhibit "C" that specifically outlines (i) the total Construction Costs expended or caused to be expended for the Real Property Improvements, and (ii) the total Construction Costs expended or caused to be expended with BEFs for the Real Property Improvements, together with supporting invoices and other documents reasonable necessary to demonstrate that such amounts were actually paid, including, without limitation, final lien waivers signed by the general contractor for the Real Property Improvements. 4.7.3. Personal Property Report. For each Operating Year, Company will submit the appropriate legal form (which is currently Form 50-144) to the appraisal district that has jurisdiction over the Development Site. Within thirty (30) days after Company submits that form to the appraisal district, Company must provide the Director with a copy of the form submitted. Economic Development Program Agreement between City of Fort Worth and McMaster -Carr Supply Company 8 of 25 4.7.4. Annual Sales Tax Report. i. Company must provide City with annual Sales data sufficient for determining annual Development Sales Tax Revenues. On or before February 1 of the Second Operating Year and of each Program Year thereafter, Company must provide or cause to be provided the City with annual report(s) in the form attached hereto as Exhibit "D" that (i) set forth the aggregate amount of sales tax paid to the Comptroller by Company during the previous calendar year ("Aggregate Development Site Sales Tax Payments"), and (ii) include a copy of the sales tax report for the Regional Headquarters obtained by Company from the Comptroller ("Comptroller Report(s)") verifying the Aggregate Development Property Sales Tax Payments for that calendar year. ii. Company must keep and maintain or cause to be kept and maintained copies of all Comptroller Reports for at least seven (7) years following the end of the year in which such Comptroller Reports can be made available to the City for inspection pursuant to and in accordance with this Agreement. iii. Company understands and agrees that the City's calculation of Development Sales Tax Revenues in a given year will be based solely on (i) the Aggregate Development Property Sales Tax Payments as verified by the Comptroller Reports, plus (ii) any additional sales tax payments made by Company that the City is reasonably able to ascertain, in the City's sole discretion, are attributable to Sales on the Development Site. 4.7.5. Annual Emvlovment and Salary Report. On or before March 31 of the Second Operating Year and March 31 of each Program Year thereafter, in order for the City to assess the degree to which the Overall Employment Commitment for the previous calendar year was met, as well as to verify the average annual Salary of the required Full-time Jobs at the Regional Headquarters, Company must provide the Director with a report in the form attached hereto as Exhibit "E" that sets forth the total number of individuals who held Full-time Jobs at the Regional Headquarters up to the applicable Overall Employment Commitment, as well as the Salary of each of the required Full-time Jobs, all as of December 31 (or such other date requested by Company and reasonably acceptable to the Director) of the previous calendar year, together with reasonable supporting documentation. 4.7.6. Performance by Affiliates. The City will accept performance of any obligations set forth in this Section by an Affiliate of Company, with the understanding that Company will be responsible for preparing and providing all reports required hereunder, including Economic Development Program Agreement between City of Fort Worth and McMaster -Carr Supply Company 9 of 25 the assembly of and access by the City to any data or information of an Affiliate that is reflected in any such report. 4.7.7. Additional Information. Company agrees to provide the City with additional information in Company's possession that the Director may reasonably require to ascertain Company's compliance with this Agreement and to assist the City in properly calculating Program Grants payable in accordance with this Agreement. 4.7.8. Transmittal of Reuorts. Reports and supporting documentation required under this Section 4.7 shall be submitted in electronic form to incentives rwortin2afortworthtexas.2ov. or to such other email address as the City may specify from time to time by notice to Company. 4.8. Insuections of Development Site; Visits to the Regional Headquarters. 4.8.1 At any time during Company's normal business hours prior to the Real Property Completion Date and following reasonable notice to Company, the City will have the right to inspect and evaluate the Development Site and any improvements thereon, including the Required Improvements, as reasonably required for the City to monitor compliance with the Real Property Commitment. Company will cooperate with the City during any such inspection and evaluation. 4.8.2 At any time during Company's normal business hours during an Operating Year and following reasonable notice to Company, the City will have the right to visit the Regional Headquarters to verify Company's compliance with the Overall Employment Commitment. 4.8.3 Notwithstanding the foregoing, Company will have the right to require that any representative of the City be escorted by a representative or security personnel of Company during any such inspection, evaluation, or visit, and to require the City's representative to comply with Company's reasonable security, safety, and confidentiality requirements as a condition of any such inspection, evaluation, or visit. 4.9. Audits. The City will have the right throughout the Term to audit the business records of Company or any Affiliate that directly relate to Construction Costs expended for the Real Property Improvements as well as other documents reasonably necessary to evaluate Company's compliance with this Agreement or with the commitments set forth in this Agreement (collectively "Records"). Company must make all Records available to the City on the Development Site or at another location in the City or in electronic format with reasonable advance notice that is acceptable to both parties. Company will otherwise reasonably cooperate with the City's reasonable requests during any audit assuming that reasonable advance notice acceptable to both parties has been provided. This section will survive the expiration or early termination of this Agreement for a period of one year. Economic Development Program Agreement between City of Fort Worth and McMaster -Carr Supply Company 10 of 25 4.10 Identification of Companies. For the Term of this Agreement, Company agrees to make a good faith effort to collaborate with the Director to identify companies that operate within or serve one or more of the City's Target Sectors (as that term is defined in the Policy). Failure by Company to meet this commitment will not be an event of default or result in the forfeiture or reduction of any Program Grant. 5. CERTIFICATE OF COMPLETION. Within ninety (90) calendar days following receipt by the City of the final construction spending report for the Real Property Improvements contemplated in Section 4.7.2 and assessment by the City of the information contained therein, if the City is able to verify attainment of the Real Property Commitment, the Director will issue Company a certificate stating the amount of Construction Costs expended for the Real Property Improvements and the amount of Construction Costs expended specifically with BEFs ("Certificate of Completion"). If the City is unable to verify attainment of the Real Property Commitment, the Director shall, with reasonable promptness, notify Company, which notice shall include an explanation of the reason verification was not possible, and provide Company an opportunity to correct any error or provide any supplemental information that may assist the City in providing such verification. The Certificate of Completion will serve as the basis for determining the extent to which the BEFs Construction Spending Commitment was met. 6. PROGRAM GRANTS. 6.1. Generally. 6.1.1 As more specifically set forth herein, if Company meets the Real Property Commitment and Personal Property Commitment — Initial in a timely manner, Company will be entitled to receive ten (10) annual Program Grants, payment of which will begin in the Second Operating Year. 6.1.2. The amount of each Program Grant will equal a percentage of the Program Source Funds available for that Program Grant, which will be based on the extent to which various commitments set forth in Section 4 have been met and, specifically, will equal the sum of the Base Grant Percentage, BEF Construction Percentage, Employment Percentage, and Salary Percentage. 6.1.3. Notwithstanding anything to the contrary herein, each individual Program Grant will be subject to and will not exceed the Annual Program Cap, and the aggregate Program Grants payable under this Agreement will be subject to and will not exceed the Program Cap. 6.2. Allocation of Program Grants. 6.2.1 Attainment of Real Property Commitment and Personal Property Commitment — Initial. Provided that the Director is able to verify that Company met both the Real Property Commitment and the Personal Property Commitment - Initial, each annual Program Grant will include Fifty percent (50%) of the Program Source Economic Development Program Agreement between City of Fort Worth and McMaster -Carr Supply Company 11 of 25 Funds for NTTPP, and Twenty -Five percent (25%) of the Program Source Funds for Sales Tax available for that year's Program Grant ("Base Grant Percentage"). 6.2.2. BEFs Construction Spending Commitment. Provided that the Director is able to verify that Company met the BEF Construction Spending Commitment, each annual Program Grant will include Ten percent (10%) of the Program Source Funds for NTTPP, and Ten percent (10%) of the Program Source Funds for Sales Tax available for that year's Program Grant (`BEF Construction Percentage"). 6.3. Emulovment Commitment. 6.3.1. Each annual Program Grant will include a percentage of the Program Source Funds available for that year's Program Grant that is based on Company's compliance with the Overall Employment Commitment in the previous calendar year ("Employment Percentage"). 6.3.2. The Employment Percentage for each Program Grant will equal the product of (i) Ten percent (10%) of the Program Source Funds for NTTPP, and (ii) Five percent (5%) of the Program Source Funds for Sales Tax (as applicable) multiplied by the percentage by which the Overall Employment Commitment was met in the previous calendar year, which will be calculated by dividing the actual number of Full-time Jobs provided at the Regional Headquarters in the previous calendar year by the Overall Employment Commitment for that year. i. For example, during the third Operating Year, the Overall Employment Commitment is to employ 150 Full-time Jobs. a. If only 50 Full-time Jobs were employed at the Regional Headquarters in the third Operating Year, the Employment Percentage for the Program Grant payable in the following year (Program Year 3) would be: I. Sales Tax: 1.67% instead of 5% (or .05 x [501150]) II. NTTPP: 3.33% instead of 10% (or .10 x [501150]) b. If the Overall Employment Commitment is met or exceeded in any given Operating Year, the Employment Percentage applicable to the Program Grant payable in the following Program Year will equal Ten percent (10%) of the Program Source Funds for NTTPP, and (ii) Five percent (5%) of the Program Source Funds for Sales Tax. Economic Development Program Agreement between City of Fort Worth and McMaster -Carr Supply Company 12 of 25 6.4. Salary Commitment. Provided that the Director is able to verify that Company met the Salary Commitment for the Program Year in question, each annual Program Grant will include Fifteen percent (15%) of the Program Source Funds for NTTPP, and Ten percent (10%) of the Program Source Funds for Sales Tax available for that year's Program Grant ("Salary Percentage"). If Company forfeits the Salary Percentage of an annual Program Grant for failure to meet the Salary Commitment in that Program Year, Company will still be entitled to receive the Salary Percentage of an annual Program Grant in subsequent Program Years if Company meets the Salary Commitment for the applicable year. 6.5. Program Can. 6.5.1. The City's obligation to pay Company Program Grants under this Agreement is limited by the Program Cap and Annual Program Cap, as applicable. 6.5.2. If, in any Program Year, the amount of the Program Grant calculated in accordance with this Agreement would cause aggregate Program Grants paid by the City to exceed the Program Cap, the amount of the Program Grant payable in that Program Year will be limited to equal only the difference between the aggregate amount of all Program Grants previously paid and the Program Cap amount, in which case, upon payment of such Program Grant, this Agreement will expire automatically. 6.6. Deadline for Pavments and Source of Funds. 6.6.1. The first Program Grant payable hereunder will be paid by the City to Company on or before June 1 of the Second Operating Year. 6.6.2. Each subsequent annual Program Grant will be paid by the City to Company on or before June 1 of the Operating Year in which such payment is due. 6.6.3. It is understood and agreed that all Program Grants paid pursuant to this Agreement will come from currently available general revenues of the City and not directly from ad valorem taxes on the Development Site or real property improvements thereon that are received by the City. 6.6.4. Company understands and agrees that any revenues of the City other than those dedicated for payment of a given annual Program Grant pursuant to and in accordance with this Agreement may be used by the City for any lawful purpose that the City deems necessary in the carrying out of its business as a home -rule municipality and will not serve as the basis for calculating the amount of any future Program Grant or other obligation to Company. 7. APPLICATION FEE AND FEE CREDIT. Company has paid an economic development incentive application fee of $2,500.00. Economic Development Program Agreement between City of Fort Worth and McMaster -Carr Supply Company 13 of 25 8. DEFAULT, TERMINATION, AND FAILURE BY COMPANY TO MEET VARIOUS DEADLINES AND COMMITMENTS. 8.1. Failure to Meet Real Property Commitment or Personal Property Commitment. 8.1.1. Notwithstanding anything to the contrary herein, the City will have the right to terminate this Agreement upon provision of written notice to Company, without further obligation to Company hereunder, if the Real Property Commitment or Personal Property Commitment — Initial has not been met. Upon receipt of such written notice, Company will have thirty (30) calendar days to meet the obligations under the Real Property Commitment or the Personal Property Commitment, as applicable, or this Agreement will be terminated. 8.1.2. If Company fails to meet the Personal Property Commitment — Remainder in any given Operating Year of this Agreement, Company will not be eligible to receive a Program Grant for the year in which the commitment was not met, but Company will be eligible to receive a Program Grant in subsequent years if Company meets the Personal Property Commitment — Remainder for the Operating Year at issue. 8.2. No Default for Failure to Meet BEF Construction Spending Commitment, Overall Emplovment Commitment, or Salary Commitment. If Company fails to meet the BEF Construction Spending Commitment, Overall Employment Commitment, or Salary Commitment in any given Operating Year, such failure will not constitute a default hereunder or provide the City with the right to terminate this Agreement, but, rather, will only cause the amount of the Program Grant that the City is required to pay in the following Program Year to be reduced in accordance with this Agreement. 8.3. Failure to Use Development Site for Business Operations. If Company fails to use the Development Site for its Regional Headquarters for more than thirty (30) consecutive calendar days at any time after the beginning of the First Operating Year for any reason (other than on account of Company's temporary displacement caused by a casualty to such location and resulting ongoing repairs or restoration to that location necessitated by such casualty, or on account of a Force Majeure event), Company will be in default under this Agreement and the City will have the right to terminate this Agreement following provision of notice and opportunity to cure in accordance with Section 8.5. 8.4. Failure to Submit Reports. If Company fails to submit any report required by and in accordance with this Agreement, the City's obligation to pay any Program Grants at the time, if any, will be suspended until Company has provided all required reports; provided, however, that if any report required hereunder is delinquent by more than one (1) year after receipt of notice from the City, the City will have the right to terminate this Agreement following provision of notice and opportunity to cure in accordance with Section 8.5. Economic Development Program Agreement between City of Fort Worth and McMaster -Carr Supply Company 14 of 25 8.5. General Breach. Unless stated elsewhere in this Agreement, Company will 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 and the alleged breach (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 Company shall have such additional amount of time as is reasonably necessary to effect cure, as determined by both parties mutually and in good faith), the City will have the right to terminate this Agreement immediately by providing written notice to Company. 8.6. Knowing Emplovment of Undocumented Workers. 8.6.1 Company acknowledges that the City is required to comply with Chapter 2264 of the Texas Government Code, enacted by House Bill 1196 (80th Texas Legislature), which relates to restrictions on the use of certain public subsidies. Company hereby certifies that Company, and any branches, divisions, or departments of Company, does not and will not knowingly employ an undocumented worker, as that term is defined by Section 2264.00](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 Agreement, this Agreement will terminate contemporaneously upon such conviction (subject to any appellate rights that may lawfully be available to and exercised by Company), and Company must 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 four percent (4%) per annum; or b. if such conviction occurs after expiration or termination of this Agreement based on conduct that occurred during the Term of this Agreement, subject to any appellate rights that may lawfully be available to and exercised by Company, Company must 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 four percent (4016) per annum. 8.6.2. For the purposes of this Section 8.6, "Simple Interest" is defined as a rate of interest applied only to an original value, in this case the aggregate amount of Jobs Grants paid hereunder. This rate of interest can be applied each year, but will only apply to the aggregate amount of Program Grants paid hereunder and is not applied to interest calculated. For example, if the aggregate amount of the Program Grants paid hereunder is $10,000 and such amount is required to be paid back with four percent (4%) interest five years later, the total amount would be $10,000 + [5 x ($10,000 x 0.04)], which is $12,000. This Section 8.6 does not apply to convictions Economic Development Program Agreement between City of Fort Worth and McMaster -Carr Supply Company 15 of 25 of any Affiliate of Company, by any franchisees of Company, or by a person or entity with whom Company contracts. Notwithstanding anything to the contrary herein, this Section 8.6 will survive the expiration or termination of this Agreement. 9. INDEPENDENT CONTRACTOR. It is expressly understood and agreed that Company will operate as an independent contractor in each and every respect hereunder and not as an agent, representative or employee of the City. Company will have the exclusive right to control all details and day-to-day operations relative to the Required Improvements and the Development Site and any improvements thereon and will 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. 10. INDEMNIFICATION. COMPANY, AT NO COST TO THE CITY, AGREES TO DEFEND, INDEMNIFY, AND HOLD THE CITY, ITS OFFICERS, AGENTS, SERVANTS, REPRESENTATIVES, AND EMPLOYEES, HARMLESS AGAINST ANY AND ALL CLAIMS, LAWSUITS, ACTIONS, COSTS AND EXPENSES OFANYKIND, 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 PERSONAL INJURY, INCLUDING, BUTNOTLIMITED TO, DEATH, THATMAYRELATE TO, ARISE OUT OF OR BE OCCASIONED BY (t) COMPANY'S BREACH OFANY 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 SITE, OR ANY IMPROVEMENTS THEREON, INCLUDING THE REQUIRED IMPROVEMENTS, OR ANY OTHER NEGLIGENT ACT OR OMISSION OF COMPANY, IN EACH CASE TO THE EXTENT THAT SUCH ACT, OMISSION, OR MISCONDUCT IS RELATED TO AND IN FURTHERANCE OF COMPANY'S PERFORMANCE OF THIS AGREEMENT. COMPANY HAS NO INDEMNIFICATION OBLIGATION BEYOND THAT WHICH IS SET FORTH IN CATEGORIES (i) AND (ii) ABOVE. BY WAY OFEXAMPLE, COMPANYHAS NO DUTY TO INDEMNIFY THE CITY, ITS OFFICERS, AGENTS, SERVANTS, REPRESENTATIVES OR EMPLOYEES FOR ANY NEGLIGENT ACT OR OMISSION OR INTENTIONAL MISCONDUCT OF THE CITY, ITS OFFICERS, AGENTS, SERVANTS, REPRESENTATIVE, OR EMPLOYEES. 11. NOTICES. All written notices called for or required by this Agreement must be addressed to the following, or such other party or address as either party designates in writing, by certified mail, postage prepaid, electronic transmittal or by hand delivery: Economic Development Program Agreement between City of Fort Worth and McMaster -Carr Supply Company 16 of 25 City: City of Fort Worth Attn: City Manager 200 Texas Street Fort Worth, TX 76102 with copies to: the City Attorney at the same address and the following: City of Fort Worth Attn: Director Economic Development Department 1150 South Freeway Fort Worth, TX 76104 12. ASSIGNMENT AND SUCCESSORS. Company: McMaster -Carr Supply Company 600 N. County Line Road Elmhurst IL 60126 Attn: Chief Financial Officer with copies to: McMaster -Carr Supply Company 600 N. County Line Road Elmhurst IL 60126 Attn: Director of Taxes Company may, at any time assign, transfer, or otherwise convey any of its rights or obligations under this Agreement to an Affiliate without the approval of the City so long as Company, the Affiliate and the City first execute an agreement under which the Affiliate agrees to assume and be bound by all covenants and obligations of Company under this Agreement. Otherwise, Company may not assign, transfer or otherwise convey any of its rights or obligations under this Agreement to any other person or entity without the prior consent of the City Council, which consent will not be unreasonably withheld, conditioned on (i) the prior approval of the assignee or successor and a finding by the City Council that the proposed assignee or successor is financially capable of meeting the terms and conditions of this Agreement, and (ii) prior execution by the proposed assignee or successor of a written agreement with the City under which the proposed assignee or successor agrees to assume and be bound by all covenants and obligations of Company under this Agreement. Any attempted assignment without the City Council's prior consent will constitute grounds for termination of this Agreement following ten (10) calendar days of receipt of written notice from the City to Company and Company's failure to cure in accordance with Section 8.5. Any lawful assignee or successor in interest of Company of all rights under this Agreement will be deemed "Company" for all purposes under this Agreement. 13. COMPLIANCE WITH LAWS, ORDINANCES, RULES AND REGULATIONS. This Agreement will be subject to all applicable federal, state and local laws, ordinances, rules and regulations, including, but not limited to, all provisions of the City's Charter and ordinances, as amended. 14. 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. Economic Development Program Agreement between City of Fort Worth and McMaster -Carr Supply Company 17 of 25 15. 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 will not constitute a waiver of that party's right to insist upon appropriate performance or to assert any such right on any future occasion. 16. VENUE AND CHOICE OF LAW. If any action, whether real or asserted, at law or in equity, arises on the basis of any provision of this Agreement, venue for such action will lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas — Fort Worth Division. This Agreement will be construed in accordance with the laws of the State of Texas. 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. INTERPRETATION. In the event of any dispute over the meaning or application of any provision of this Agreement, this Agreement must be interpreted fairly and reasonably, and neither more strongly for or against any party, regardless of the actual drafter of this Agreement. 19. CAPTIONS. Captions and headings used in this Agreement are for reference purposes only and will not be deemed a part of this Agreement. 20. SEVERABILITY. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired. 21. 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 may not be amended unless executed in writing by both parties and approved by the City Council of the City in an open meeting held in accordance with Chapter 551 of the Texas Government Code. Economic Development Program Agreement between City of Fort Worth and McMaster -Carr Supply Company 18 of 25 22. COUNTERPARTS. This Agreement may be executed in multiple counterparts, each of which will be considered an original, but all of which will constitute one instrument. 23. CONSTRUCTION CONTRACTS. Company agrees that it will include in its contract with the general contractor for the construction of the Real Property Improvements on the Development Site a requirement that the contractor will separately identify labor and materials components for purposes of determining sales and use tax pursuant to Section 151.056(b) of the Texas Tax Code, resulting in the value of the materials being separately identified from other costs, and that such contractor will include a similar requirement in all subcontracts for the construction of the Real Property Improvements. The City will have the right from time -to -time to require Company to deliver copies of all construction contracts and periodic billings/payments related to the Real Property Improvements to the City within thirty (30) days after receipt of such written request from the Director. In the event Company fails to require the separate identification of labor and material components in contracts related to the Real Property Improvements where Company is an owner, the City's remedy will be to reduce the amount of the Program Grant by the sales and use taxes that might otherwise have been collected by the City relating to the material component of such contracts. Company agrees to make a good faith effort to inform all contractors both prime and sub that the City desires the situs of sales and use taxes to be the corporate limits of the City of Fort Worth, Texas. 24. ELECTRONIC SIGNATURES. This Agreement may be executed by electronic signature, which will be considered as an original signature for all purposes and have the same force and effect as an original signature. For these purposes, "electronic signature" means electronically scanned and transmitted versions (e.g., via pdf file or facsimile transmission) of an original signature, or signatures electronically inserted via software such as Adobe Sign. 25. FORCE MAJEURE. Notwithstanding anything else to the contrary in this Agreement, if the performance of any obligation or requirement under this Agreement is delayed by reason of a Force Majeure event, Company shall be excused from doing or performing the same during such period of delay, so that the time period applicable to such obligation or requirement shall be extended for a period of time equal to the period Company was delayed. The Term and any other applicable periods shall be extended, if necessary, due any such Force Majeure event(s) to permit the City to pay all Program Grants contemplated by this Agreement. [signature page follows] Economic Development Program Agreement between City of Fort Worth and McMaster -Carr Supply Company 19 of 25 EXECUTED as of the last date indicated below: CITY OF FORT WORTH By: William Johnson (Fib 8,202415:54 CST) Name: William Johnson Title: Assistant City Manager Date: Feb 8, 2024 MCMASTER-CARR SUPPLY COMPANY, an Illinois corporation By: k . 9, Name: Patrick J. cKenna Title: Vice President Date: FOR CITY OF FORT WORTH INTERNAL PROCESSES: Approval Recommended: By: Name: Robert Sturns Title: Director, Economic Development Approved as to Form and Legality: 11. By: Name: (Tyler F. Wallach Title: Assistant City Attorney Contract Authorization: M&C: M&C 23-0689 Form 1295: 2023-1054809 Pat Digitally signed by Pat McKenna McKenna Date: 2024.01.24 19:06:35-05'00' Contract Compliance Manager: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. By: Name: ichael Hennig Title:[Economic Development Manager{ City Secretary: By: Name: Janette Goodall Title: City Secretary OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Economic Development Program Agreement between City of Fort Worth and McMaster -Carr Supply Company 20 of 25 EXHIBIT "A" Description and Man Depicting the Development Site See attached. Economic Development Program Agreement between City of Fort Worth and Company 21 of 25 Legal Description of the Development Site BEING A TRACT OF LAND SITUATED IN THE F. HUSTON SURVEY, ABSTRACT NUMBER 597, THE M.E.P & P.R.R. CO. SURVEY, ABSTRACT NUMBER 943, THE P.L. CARDWELL SURVEY, ABSTRACT NUMBER 320, THE T. EPPS SURVEY, ABSTRACT NUMBER 395 AND THE J. SHORT SURVEY, ABSTRACT NUMBER 236, CITY OF FORT WORTH, DENTON COUNTY, TEXAS AND BEING A PORTION OF THE REMAINDER OF THAT TRACT OF LAND DESCRIBED BY DEED TO AIL INVESTMENT, L.P. RECORDED IN VOLUME 4108, PAGE 1825, REAL PROPERTY RECORDS, DENTON COUNTY, TEXAS AND A PORTION OF THAT TRACT OF LAND DESCRIBED BY DEED TO AIL INVESTMENT, L.P. RECORDED IN INSTRUMENT NUMBER 2023-30580 SAID REAL PROPERTY RECORDS AND BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS; BEGINNING AT A 5/8 INCH IRON ROD WITH CAP STAMPED "PELOTON" SET IN THE WEST LINE OF SAID AIL TRACT RECORDED IN VOLUME 4108, PAGE 1825, FROM WHICH A 5/8 INCH IRON ROD WITH CAP STAMPED "PELOTON" SET, BEARS N 00°46'07"W, 252.49 FEET AND N 01 °34'56"W, 108.03 FEET; THENCE N 89027' 17"E, 455.22 FEET DEPARTING SAID WEST LINE, OVER AND ACROSS SAID AIL TRACT, TO A 5/8 INCH IRON ROD WITH CAP STAMPED "PELOTON", SET; THENCE N 25010'21"E, CONTINUING OVER AND ACROSS SAID AIL TRACT, AT 452.77 FEET THE NORTH LINE OF THAT TRACT OF LAND DESCRIBED BY DEED TO AIL INVESTMENT, L.P. RECORDED IN INSTRUMENT NUMBER 2023-30580 SAID REAL PROPERTY RECORDS, IN ALL A TOTAL DISTANCE OF 475.47 FEET TO THE NORTH LINE OF SAID AIL TRACT RECORDED IN INSTRUMENT NUMBER 2023-30580, SAID REAL PROPERTY RECORDS; THENCE WITH THE NORTH LINE OF SAID AIL TRACT THE FOLLOWING BEARINGS AND DISTANCES; N 89° 16'27"E, 744.42 FEET, TO A 5/8 INCH IRON ROD WITH CAP STAMPED "PELOTON" SET; S 89°35'20"E, AT 254.60 FEET THE NORTHWEST CORNER OF SAID AIL TRACT RECORDED IN INSTRUMENT NUMBER 2023-30580, IN ALL 687.14 FEET, TO A 5/8 INCH IRON ROD WITH CAP STAMPED "PELOTON" SET AT THE WEST CORNER OF THAT TRACT OF LAND DESCRIBED IN DEDICATION DEED TO THE CITY OF ROANOKE, RECORDED IN INSTRUMENT NUMBER 2011-115769 OF REAL PROPERTY RECORDS, DENTON COUNTY, TEXAS AND THE BEGINNING OF A CURVE TO THE RIGHT; THENCE WITH THE SOUTH LINE OF SAID DEDICATION DEED THE FOLLOWING COURSES AND DISTANCES; WITH SAID CURVE TO THE RIGHT, AN ARC DISTANCE OF 104.20 FEET, THROUGH A CENTRAL ANGLE OF 1000708", HAVING A RADIUS OF 590.00 FEET, THE LONG CHORD WHICH BEARS S 84043'32"E, 104.06 FEET, TO A 5/8 INCH IRON ROD WITH CAP STAMPED "PELOTON" SET AT THE BEGINNING OF A REVERSE CURVE TO THE LEFT; WITH SAID CURVE TO THE LEFT, AN ARC DISTANCE OF 54.75 FEET, THROUGH A CENTRAL ANGLE OF 10007' 10", HAVING A RADIUS OF 310.00 FEET, THE LONG CHORD WHICH BEARS S 84043'32"E, 54.68 FEET, TO A 5/8 INCH IRON ROD WITH CAP STAMPED "PELOTON" SET; S 89047'07"E, 195.38 FEET, TO A 5/8 INCH IRON ROD WITH CAP STAMPED "PELOTON" FOUND AT THE BEGINNING OF A CURVE TO THE RIGHT; THENCE DEPARTING SAID SOUTH LINE, OVER AND ACROSS AFOREMENTIONED AIL TRACT RECORDED IN VOLUME 4108, PAGE 1825 THE FOLLOWING COURSES AND DISTANCES; WITH SAID CURVE TO THE RIGHT, AN ARC DISTANCE OF 10 1. 19 FEET, THROUGH A CENTRAL ANGLE OF 8901 F46", HAVING A RADIUS OF 65.00 FEET, THE LONG CHORD WHICH BEARS S45008'47"E, 91.28 FEET, TO A 5/8 INCH IRON ROD WITH CAP STAMPED "PELOTON" FOUND; S 00°32'55"E, 149.89 FEET, TO THE BEGINNING OF A CURVE TO THE LEFT, FROM WHICH A "BENT" 5/8 INCH IRON ROD BEARS S 50° 10'E, 0.3 FEET; WITH SAID CURVE TO THE LEFT, AN ARC DISTANCE OF 149.28 FEET, THROUGH A CENTRAL ANGLE OF 08025'51 ", HAVING A RADIUS OF 1014.53 FEET, THE LONG CHORD WHICH BEARS S 04046' 16"E, 149.15 FEET, TO A 5/8 INCH IRON ROD WITH CAP STAMPED "PELOTON" FOUND AT THE BEGINNING OF A REVERSE CURVE TO THE RIGHT; WITH SAID CURVE TO THE RIGHT, AN ARC DISTANCE OF 28.08 FEET, THROUGH A CENTRAL ANGLE OF 01 °37'58", HAVING A RADIUS OF 985.50 FEET, THE LONG CHORD WHICH BEARS S 08010' 13"E, 28.08 FEET, TO A 5/8 INCH IRON ROD WITH CAP STAMPED "PELOTON" FOUND; S 00033'21 "E, 1484.54 FEET, TO A 5/8 INCH IRON ROD WITH CAP STAMPED "PELOTON" SET AT THE BEGINNING OF A CURVE TO THE RIGHT; WITH SAID CURVE TO THE RIGHT, AN ARC DISTANCE OF 858.49 FEET, THROUGH A CENTRAL ANGLE OF 49011' 17", HAVING A RADIUS OF 1000.00 FEET, THE LONG CHORD WHICH BEARS S 24002'17W, 832.37 FEET, TO A 5/8 INCH IRON ROD WITH CAP STAMPED "PELOTON" FOUND; S 48°37'56"W, 476.64 FEET, TO A 5/8 INCH IRON ROD WITH CAP STAMPED "PELOTON" SET; N 41°21'52"W, 114.81 FEET, TO A 5/8 INCH IRON ROD WITH CAP STAMPED "PELOTON" SET; S 8 l -49' l l "W, 203.68 FEET, TO A 5/8 INCH IRON ROD WITH CAP STAMPED "PELOTON" SET; N 64°49'10"W, 770.30 FEET, TO A 5/8 INCH IRON ROD WITH CAP STAMPED "PELOTON" SET; N 26°41'50"W, 186.48 FEET, TO A 5/8 INCH IRON ROD WITH CAP STAMPED "PELOTON" SET; N 00°53' 12"W, 143.55 FEET, TO A 5/8 INCH IRON ROD WITH CAP STAMPED "PELOTON" SET; S 89°06'50"W, 643.53 FEET, TO A 5/8 INCH IRON ROD WITH CAP STAMPED "PELOTON" SET; N 00°53'20"W, 119.42 FEET, TO A 5/8 INCH IRON ROD WITH CAP STAMPED "PELOTON" SET; S 89°08'01 "W, 112.78 FEET, TO A 5/8 INCH IRON ROD WITH CAP STAMPED "PELOTON" SET IN THE WEST LINE OF AFOREMENTIONED AIL TRACT, IN THE EAST LINE OF LOT 1, BLOCK 14, OF SEVENTEEN LAKES, AN ADDITION TO THE CITY OF FORT WORTH, RECORDED IN INSTRUMENT NUMBER 2013-239 SAID COUNTY RECORDS, FROM WHICH A 5/8 IN IRON ROD WITH CAP BEARS S 00°50'26"E, 461.3 FEET; THENCE N 00050'26"W, WITH SAID WEST LINE, AT 223.44 FEET, TO A 5/8 INCH IRON ROD WITH CAP STAMPED "TNP", FOUND AT THE NORTHEAST CORNER OF SAID LOT 1, BLOCK 14 AND BEING THE SOUTHEAST CORNER OF LOT 8, BLOCK 9, SEVENTEEN LAKES, AN ADDITION TO THE CITY OF FORT WORTH RECORDED IN CABINET "W", SLIDE 936 SAID COUNTY RECORDS, IN ALL A TOTAL DISTANCE OF 614.12 FEET TO A 5/8 INCH IRON ROD WITH CAP STAMPED "TNP", FOUND; THENCE N 00046'07"W, 1109.76 FEET TO THE POINT OF BEGINNING AND CONTAINING 6,232,024 SQUARE FEET OR 143.068 ACRES OF LAND MORE OR LESS. SHDOCS:220592034.1 4894 — 4896 Litsey Road EXHIBIT "B" Form of Ouarterlv Construction Costs Reuort See attached. Economic Development Program Agreement between City of Fort Worth and Company 22 of 25 FORT WORTH, This Excel spreadsheet has two input tabs. This tab will assist you in completing the Project Completion Report, if applicable. TOTAL CONSTRUCTION COST: If your agreement calculates percentages of Total Construction Cost for FW Companies and FW M/WBE, use the information below Use the information below, generated from the information you put into the 1st Tab, to fill in the appropriate fields in the Project Completion Report Total Construction Dollars Spent this Reporting Period (A) $0 Total Construction Dollars Spent with Fort Worth Companies (B) $0 Percentage of Total Construction Dollars Spent with Fort Worth Companies (B/A] #DIV/0! Total Construction Dollars Spent with Fort Worth M/WBE Companies (C) $0 Percentage of Total Construction Dollars Spent with Fort Worth M/WBE Companies (C/A; #DIV/01 HARD CONSTRUCTION COST: If your agreement calculates percentages of Hard Construction Cost for FW Companies and FW M/WBE, use the information below Use the information below, generated from the information you put into the 1st Tab, to fill in the appropriate fields in the Project Completion Report Hard Construction Dollars Spent this Reporting Period (A) $0 Hard Construction Dollars Spent with Fort Worth Companies (B) $0 Percentage of Hard Construction Dollars Spent with Fort Worth Companies (B/A; #DIV/0! Hard Construction Dollars Spent with Fort Worth M/WBE Companies (C) $0 Percentage of Hard Construction Dollars Spent with Fort Worth M/WBE Companies (C/A) #DIV/0! This tab will assist you in completing theAnnual Evaluation Report, if applicable. Use the information below, generated from the information you enter into the 2nd Tab, to fill in the appropriate fields in the Annual Evaluation Report Total Supply and Service Dollars Spent this Reporting Period (A; $0 Total Supply and Service Dollars Spent with Fort Worth Companies (B; $0 Percentage of Total Supply and Service Dollars Spent with Fort Worth Companies (B/A; #DIV/0! Total Supply and Service Dollars Spent with Fort Worth M/WBE Companies (CJ $0 Percentage of Total Supply and Service Dollars Spent with Fort Worth Companies (C/A; #DIV/0! Please note that by hovering your mouse over the column headings in the following tabs, you can view additional instructions. .n,.e«o, oma a,-do—mod.N :omo��Qo =peM.�Fe�wort �m,F- a wMwaE Imo.: a rtW.1h omo: =., a FWMIWaE mo.., Al So [r: So ex: SA [x: Sol �. nr: Ssw _ss.aoo so [x: So I nr: Sz uaJ so I tSol E.: s+s 000 & $25,oW c: sss aoo Fi: Sss roO u: s+Aw o 59 so So S� 50 Sol So So 5y 9 5$ $ So 5o SSolol So So 5y 9 5$ $ So So ol SSol So 5Q 9 5$ $ So Sol So So Sol So 50 5Q 9 5$ $ So So Sol Sol So 5Q 9 5$ $ So Sol 50 So Sol So 50 5Q 9 5$ $ So So Sol Sol So 50 5Q 9 5$ $ So So Sol Sol So 5Q 9 5$ $ So Sol So So Sol So 5Q 9 5$ $ So Sol So So Sol So 5Q 9 5$ $ So Sol 50 So Sol So 5Q 9 5$ $ So Sol 50 So Sol So 5Q 9 5$ $ So Sol 50 So Sol So 5y 9 5$ $ So Sol 50 So Sol So 5y 9 5$ $ So Sol So So Sol So 5y 5$ So Sol So $yd $y0 So Sol So $yd $yd So Sol So $yd $yd So Sol So $yd $yd So Sol 9 9 So So Sol So 5y 9 5$ $ So Sol So So Sol So 5y 9 5$ $ So Sol So So Sol So 5y 9 5$ Soo Sol So So So Soo S So Sol Sol Fill out this section M Is Vendor a Fort If Fort Worth M/WBE Company, Is Vendor Fort Worth M/WBE provide Certification 8from North Vendor Name Street Address City State Zip Code Worth Company? (Yes/No) Number of Invoices"Ex�. Company. Central Texas Regional Certification Additional Comments, if any (Yes/No) Agency. If not, put "N/A" Ex: Main Street Inc. Ex. 223 Main Street Ex. Fort Worth Ex: TX Ex. 76202 Ex. 25 Ex, No Ex: No Ex: N/A Ex: N/A Ex: Main Street Inc. Ex: 223 Main Street Ex: Fort Worth Ex: TX Ex: 76202 Ex: 4 Ex: Yes Ex: No Ex: N/A Ex: N/A Ex: ABC Street Inc. Ex: 456 Main Street Ex: Fort Worth Ex: TX Ex: MIX? Ex: 10 Ex: Yes Ex: No Ex: N/A Ex: N/A Ex:XYZStreetInc. Ex: 789 Main Street Ex: Fort Worth Ex: TX Ex: MIX? Ex: 3 Ex: Yes Ex: Yes Ex: ADC215 Ex: N/A Total S&S Dollars Spell Total S&S Dollars Spent with Fort Worth with FW M/WBE Companies Companies Ex.. $0 Ex: $0 Ex, $400 Ex: $0 Ex: $5,000 Ex: $01 Ex: $25,000 Ex: $25,000 1 $0 $0i $0 $0 $0 $0l $0 $0 $0 $0l $0 $0 $0 $0l $0 $0 $0 $0l $0 $0 $0 $0l $0 $0 $0 $0l $0 $0 $0 $01 $0 $0 $0 $0l $0 $0 $0 $0l $0 $0 $0 $0l $0 $0 $0 $0l $0 $0 $0 $01 $0 $0 $0 $0l $0 $0 $0 $0l $0 $0 EXHIBIT "C" Form of Final Construction Costs Report See attached. Economic Development Program Agreement between City of Fort Worth and Company 23 of 25 FORTWORTHo I. PROJECT INFORMATION Property Owner: Company/Project Name: Proj ect Contact: Tel ephone: Property Owner Address (If Different): Address of Property Subject to Agreement: City of Fort Worth Project Completion Report Ti tl e: Fax: E-Ma i I: Construction start Date: Construction completion Date: Date of issuance of the Certificate of Occupancy, if applicable: (PI ease attach a copy) Date i nstallation of Business Personal Property was completed: Tota I Dol tars Spent on Business Personal Property: $ II. CONSTRUCTION SPENDING Company names, addresses, and the a mounts paid during the construction period should be attached to this report. Use of the Excel spreadsheet provided to you by the City of Fort Worth is recommended. CONSTRUCTION Total Construction Dollars Spent this Reporti ng Peri od (A):S FORT WORTH COMPANIES Unlessspecified otherwise i n your agreement, a Fort Worth Company is defined as a business that has a Principal Office I ocated within the corporate I imits of the City that provides the product or service for which credit is soughtfor purposes of specific commitment set forth in a given agreement. Total Construction Dollars Spent with FortWorthCompanies (B):t Percentage of Total Construction DollarsSpent with Fort Worth Companies (BIA): FORT WORTH CERTIFIED MINORITY/WOMEN OWNED BUSINESS ENTER PRISES (M/WBE) A Fort Worth Certified M/W BE Company is defined as a mi nority or woman -owned business that (i) has received certification as either a minority business enterprise (M BE), a woman business enterprise (W BE), or a disadvantaged bus in ess enterprise (DBE) by the North Centra I Texas Regional Certification Agency(NCTRCA), and (i i) has a Pri nci pa I Office I ocated within the corporate I imits of the City of Fort Worth that provides the product or service for which credit is sought for purposes of a specific commitment set forth in a given agreement. Please verify that M/WBE vendors are located in Fort Worth by contacting the M/WBE office at (817) 212-2674 or MwBEofficePfortworthtexas.eov. Tota I Construction DollarsSpentwith Fort Worth Certified M/WBE Companies(C): $ PercentageofTotal Construction Dollars Spentwith FortWorth Certified M/WBE Companies (C/A): III. ADDITIONAL INFORMATION (TO BE ATTACHED AS EXHIBITS) r- EXHIBIT A: List of Real Property Appraisal District Account Numbers (Applicable to Projects with Real Property Commitments) F- EXHIBIT B: List of Business Personal Property Appraisal DistrictAccountNumbers (AppllcabletoProjects with Business Personal Property Commitments) r EXHIBIT C: Copy of the Certificate of Occupancy issued bythe City of FortWorth's Planning and Development Department r EXHIBIT D: Copy of Certification from the North Central Texas Regional Certification Agencyfor each M/WBE vendor r EXHIBIT E: List of a I I Company Names, Addresses, Invoice Numbers, a ndAmounts Paid During Construction. Clearly note the Fort Worth and Fort Worth M/WBE Companies. (Excel Format. Use of the Excel spreadsheet provided by the City of Fort Worth is recommended.) FORTWORTHo City of Fort Worth Project Completion Report VI. CERTIFICATION In connection with the review of theta x abatement/economic development grant agreement for the respective project, between the City of Fort Worth and (Company Name) we confirm, to the best of our knowledge and belief, the fol I owing representations made to the City of Fort Worth. 1.) We are responsibleforthe information provided in the Project Completion Report. 2.) We have made available all information that we believe is relevant to the Project Completion Report. 3.) Wewi I I respond fullyto al I inquiries made by the City of FortWorth cluringthe audit process. 4.) We acknowledge thatthe City of Fort Worth is responsible for evaluatingthe criteria and determining that the criteria are a pprop riate for meetingthe terms of the agreement. Name of Certi fyi ng Officer: Ti tl e: Signature of Certifying Officer: Phone: Fax: Date: In order to remain eligible for the incentive, you must return the completed report by February 1st, 2023to Incentives_Reporting@fortworthtexas.gov. For assistance please contact Ryan Pohler at Ryan.Pohler@fortworthtexas.govor 817-871-2627. About the Project Completion Compliance Review Process Initially, the City of Fort Worth's Internal Audit Department will review the provided list of all Invoices/Pay Applications forTotal Construction costs, Fort Worth Construction costs, and Fort Worth M/WBE Construction costs (if applicable to youragreement). City Staff will then select a sample of Invoices/Pay Applications to test, communicate to the Project Contactwhich items have been selected for the sample, and request additional documentation for the selected sample only. Examples of additional documentation will include copies of invoices/pay applications, copies of cancelled checks, and copies of the genera I I edger documenting checks postingto the genera I ledger. If Staff is able to successfully tracethe Invoice/Pay Applications to cancelled checks and the general ledger, and the information on the Invoices/Pay Appl i cations is correct and contains all required information, Staff will utilizethe information from the sample to form a conclusion regarding compliance with the agreement. However, if Staff finds morethan the minimum allowable deviations (this number varies based upon the sample size), Staff will have to expand thesamplesize and review more Invoices/Pay Applications. Therefore, it is imperative that Staff receives completeandaccurate information. Staff will work closelywith the Certifying Officer and/or the appropriate representatives of the companies to try to resolve questions, and differences in reported amounts. Staff will also keep the contact persons apprised of any issues and/or non -compliant categories as they are determined. EXHIBIT "D" Form of Annual Sales Tax Report See attached. Economic Development Program Agreement between City of Fort Worth and Company 24 of 25 DATE: STATE OF TEXAS PAGE: JOB COMPTROLLER OF PUBLIC ACCOUNTS CONFIDENTIAL LOCAL TAX INFORMATION TAXPAYER NO. LOC NO/ NAME TYPE ADDRESS ALLOCATION DATE RANGE IDENTIFIED BY OUTLET AND ICL LIST FILERS TOTAL TAX PAID FOR ICL AND LIST FILERS EXHIBIT "E" Form of Annual Emulovment and Salary Report See attached. SHDOCS:220259522.7 Economic Development Program Agreement between City of Fort Worth and Company 25 of 25 Company Name fill in company name here Must be unique (ex Position title, job classification or A cash payment or remuneration made to a full-time employee, including paid time off, commissions, and (ex First and last Name, Last Name, (no SSNs) of standard personnel identification) non -discretionary bonuses. A Salary does not include any benefits, such as health insurance or retirement contributions by the CITY COUNCIL AGENDA Create New From This M&C DATE: 1/23/2024 REFERENCE **M&C 24- LOG NAME: NO.: 0018 CODE: C TYPE: CONSENT PUBLIC HEARING: Official site of the City of Fort Worth, Texas Fob V�o 17MCMASTER- CARREDPAAMENDM&C ace] SUBJECT: (CD 10) Amend M&C 23-0689 Authorizing an Economic Development Program Agreement with McMaster -Carr Supply Company, or an Affiliate, for the Construction and Operation of a New Regional Headquarters and Distribution Center, to Revise the Deadline for Installation of Business Personal Property from January 1, 2029 to December 31, 2029 RECOMMENDATION: It is recommended that the City Council amend Mayor and Council Communication 23-0689 authorizing an Economic Development Program Agreement with McMaster -Carr Supply Company, or an affiliate, for the construction and operation of a new regional headquarters and distribution center, to revise the deadline for installation of business personal property from January 1, 2029 to December 31, 2029. DISCUSSION: McMaster -Carr Supply Company (Company) is an e-commerce distribution company that supplies specialized equipment, hardware, tools, etc. to industrial and institutional customers. The company primarily focuses on delivery of equipment and maintenance services necessary to ensure uptime, especially for critical functions and operations. Following the site selection process, Company has identified a 117-acre site located at 4894-4896 Litsey Road (Project Site) that it proposes for the Project. On August 22, 2023, City County adopted Mayor and Council Communication (M&C) 23-0689 authorizing an Economic Development Program Agreement (Agreement) with McMaster -Carr Supply Company, or an affiliate, for the construction and operation of a new regional headquarters and distribution center subject to various company commitments. Among those requirements was a deadline of January 1, 2029 for the installation of at least $180,000,000.00 in assessed value for Business Personal Property (BPP) located at the Project Site. Company desires to have the BPP deadline extended to December 31, 2029 to allow for sufficient time between completion of real property improvements and final installation of equipment necessary to comply with this requirement. Staff is recommending an amendment to M&C 23-0689 to allow for the Agreement to reflect this change, making the BPP deadline December 31, 2029. This project is located in COUNCIL DISTRICT 10. FISCAL INFORMATION/CERTIFICATION: The Director of Finance certifies that approval of this recommendation will have no material effect on City funds. TO Fund ' Department Account Project Program Activity Budget Reference # Amount ID ID Year (Chartfield 2) FROM Fund Department Account Project Program Activity Budget Reference # Amount ID ID Year (Chartfield 2) Submitted for Citv Manaqer's Office by Originating Department Head: Additional Information Contact: ATTACHMENTS William Johnson (5806) Robert Sturns (2663) Michael Hennig (6024) 230822 McMaster -Carr EDPA M&C.pdf (CFW Internal) Sianed Form 1295 Certificate of Interested Parties - McM - Cert No. 2023-1054809 -- dtd 8.2.23.PDF (CFW Internal) ACITY COUNCIL AGEND Create New From This M&C DATE: 8/22/2023 REFERENCE NO.: M&C 23-0689 LOG NAME: 17MCMASTER- CARREDPA CODE: C TYPE: NON- PUBLIC CONSENT HEARING. NO SUBJECT. (CD 10) Authorize Execution of an Economic Development Program Agreement with McMaster -Carr Supply Company, or an Affiliate, for the Construction and Operation of a New Regional Headquarters and Distribution Center RECOMMENDATION: It is recommended that the City Council: 1. Authorize the execution of an Economic Development Program Agreement with McMaster -Carr Supply Company, or an affiliate for the construction and operation of a new regional headquarters and distribution center; and 2. Authorize a one-time exception to the Economic Development Program Policy (adopted by City Council pursuant to Resolution 5722-03-2023) to allow for taxable inventory to be counted as business personal property to the extent allowed by the applicable appraisal district. DISCUSSION: McMaster -Carr Supply Company (Company), is an e-commerce distribution company that supplies specialized equipment, hardware, tools, etc. to industrial and institutional customers. The company primarily focuses on delivery of equipment and maintenance services necessary to ensure uptime, especially for critical functions and operations. Products are typically high -value equipment and ordinarily subject to inventory taxes as business personal property. Company has conducted a competitive site selection process for the location of a proposed sixth regional headquarters and distribution facility focused on the southwestern United States (Project). The proposed southwest regional headquarters will be added to existing regional headquarters for the company that are located in Atlanta, Chicago, Cleveland, Los Angeles, and New Jersey. Following the site selection process, Company has identified a 117-acre site located at 4894-4896 Litsey Road (Project Site) that it proposes for the Project. Company proposes to invest approximate $180,000,000.00 in real property improvements plus an additional $180,000,000.00 in business personal property (BPP) and to operate the proposed Project Site as its regional headquarters. Company Investment: To support the Project, Company and City staff propose to enter into an Economic Development Program Agreement (Agreement). As part of the proposed Agreement, Company will commit to completing the Project in accordance with the following minimums: Minimum $180,000,000.00 in construction costs supporting real property improvements at the Project Site by December 31, 2028. Minimum $180,000,000.00 assessed value for BPP located at the Project Site by January 1, 2029 Company must maintain BPP of at least $100,000,000.00 in assessed value for the duration of the Agreement Utilization of Business Equity Firms (Real Property Improvements): Company must expend or cause to be expended 15\% of all construction costs (hard and soft) for the Project as defined in Chapter 20, Article X of the City Code. Failure to meet this commitment will not constitute a default, but the value of the grant will be reduced by 10\%. Employment Commitments As part of the proposed Agreement, Company will commit to the following minimums: Minimum 150 full-time jobs at the Project Site by December 31 of the first operating year Minimum 250 full-time jobs at the Project Site by December 31 of the sixth operating year The average annual salary for all of the full-time jobs set forth above must be a minimum of $85,000.00 Citv Commitments: In return for development of the Project, the City will provide up to ten (10) annual grants equal to up to 85\% (BPP Rate) of the maintenance and operations portion of new incremental City ad valorem taxes on BPP plus up to 50\% (sales sax rate) of the new incremental City 1\% sales tax revenues (collectively, Grants) for a total amount not to exceed $18,000,000.00 (Program Cap). For purposes of calculating the Grants, BPP will include the value of taxes paid to the City for taxable inventory to the extent allowed by the applicable appraisal district which constitutes a one-time exception to the Economic Development Program Policy (adopted by City Council pursuant to Resolution 5722-03-2023) which exludes taxable inventory in the definition of BPP. In each year of the Agreement, the maximum annual Grant that will be given to the Company will be capped at $2,000,000.00 (Annual Cap). Official site of the City of Fort Worth, Texas FoR� W Failure by Company to complete the Project in a timely manner will be a default of the Agreement, leading to a forfeiture of any Grants to be paid by the City. The maximum Rate in any given year of the Agreement will be in accordance with the following table Developer Commitment Max EDPA Grant F_ F_ BPP Rate Sales Tax Rate Base Commitment: Real Property Improvements Investment — $180 50\% 25\% M by 12/31/2028, Business Personal Property Investment — $180 M 15\% BEF Commitment 10\% 10\% Average Annual Salary >_ $85,000 15\% I 10\% Overall Employment >= 150 full-time jobs for first operating year through the fifth operating year, 250 full-time jobs for the sixth 10\% 5\% through the tenth operating year TOTAL 85\% I 50\% This Agreement will have no material effect on the Fiscal Year 2023 Budget and an estimated $56,796,775.00 in new incremental property and sales tax revenue will be used to fund grants projected to equal a total of $18,000,000.00, resulting in the collection of $38,796,775.00 in net new incremental property tax revenue over the ten-year period following project completion. This project is located in COUNCIL DISTRICT 10. FISCAL INFORMATION/CERTIFICATION: The Director of Finance certifies that approval of this agreement will have no material effect on the Fiscal Year 2023 Budget. While no current year impact is anticipated from this action, any effect on expenditures and revenues will be budgeted in future Fiscal Years and will be included in the long-term financial forecast. TO Fund Department Account Project Program Activity Budget Reference # Amount ID ID Year (Chartfield 2) FROM Fund Department Account Project Program Activity Budget ' Reference # Amount ID ID Year (Chartfield 2) Submitted for Citv Manaaer's Office bv:. William Johnson (5806) Originating Department Head: Robert Sturns (2663) Additional Information Contact: Michael Hennig (6024) Cherie Gordon (6053) ATTACHMENTS 230802 Proiect 6.0 Summary Net Tax Analvsis.xlsx (CFW Internal) Sianed Form 1295 Certificate of Interested Parties - McM - Cert No. 2023-1054809 -- dtd 8.2.23.PDF (CFW Internal) CITY COUNCIL AGENDA Create New From This M&C DATE: 1/23/2024 REFERENCE **M&C 24- LOG NAME: NO.: 0018 CODE: C TYPE: CONSENT PUBLIC HEARING: Official site of the City of Fort Worth, Texas Fob V�o 17MCMASTER- CARREDPAAMENDM&C ace] SUBJECT: (CD 10) Amend M&C 23-0689 Authorizing an Economic Development Program Agreement with McMaster -Carr Supply Company, or an Affiliate, for the Construction and Operation of a New Regional Headquarters and Distribution Center, to Revise the Deadline for Installation of Business Personal Property from January 1, 2029 to December 31, 2029 RECOMMENDATION: It is recommended that the City Council amend Mayor and Council Communication 23-0689 authorizing an Economic Development Program Agreement with McMaster -Carr Supply Company, or an affiliate, for the construction and operation of a new regional headquarters and distribution center, to revise the deadline for installation of business personal property from January 1, 2029 to December 31, 2029. DISCUSSION: McMaster -Carr Supply Company (Company) is an e-commerce distribution company that supplies specialized equipment, hardware, tools, etc. to industrial and institutional customers. The company primarily focuses on delivery of equipment and maintenance services necessary to ensure uptime, especially for critical functions and operations. Following the site selection process, Company has identified a 117-acre site located at 4894-4896 Litsey Road (Project Site) that it proposes for the Project. On August 22, 2023, City County adopted Mayor and Council Communication (M&C) 23-0689 authorizing an Economic Development Program Agreement (Agreement) with McMaster -Carr Supply Company, or an affiliate, for the construction and operation of a new regional headquarters and distribution center subject to various company commitments. Among those requirements was a deadline of January 1, 2029 for the installation of at least $180,000,000.00 in assessed value for Business Personal Property (BPP) located at the Project Site. Company desires to have the BPP deadline extended to December 31, 2029 to allow for sufficient time between completion of real property improvements and final installation of equipment necessary to comply with this requirement. Staff is recommending an amendment to M&C 23-0689 to allow for the Agreement to reflect this change, making the BPP deadline December 31, 2029. This project is located in COUNCIL DISTRICT 10. FISCAL INFORMATION/CERTIFICATION: The Director of Finance certifies that approval of this recommendation will have no material effect on City funds. TO Fund ' Department Account Project Program Activity Budget Reference # Amount ID ID Year (Chartfield 2) FROM Fund Department Account Project Program Activity Budget Reference # Amount ID ID Year (Chartfield 2) Submitted for Citv Manaqer's Office by Originating Department Head: Additional Information Contact: ATTACHMENTS William Johnson (5806) Robert Sturns (2663) Michael Hennig (6024) 230822 McMaster -Carr EDPA M&C.pdf (CFW Internal) Sianed Form 1295 Certificate of Interested Parties - McM - Cert No. 2023-1054809 -- dtd 8.2.23.PDF (CFW Internal)