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HomeMy WebLinkAboutContract 45296 cffy SEC CONTL'A4& ECONOMIC DEVELOPMENT AGREEMENT This ECONOMIC DEVELOPMENT PROGRAM AGREEMENT ("Agreement":) is entered into by and between the CITY OF FORT WORTH, TEXAS (the "City"), a home rule municipality organized tinder the laws of the State of Texas, and WAL,-NIART'.COM LISA, LLC, a California limited liability company "Company"). RECITALS The City and Company thereby agree that the following statements are true and correct and constitute the basisupon which the City and Company have entered into this Agreement A. Company its Affiliates ("Wai-Mart") collectively comprise a major multinational retail organization. An increasingly large percentage of Wal-Dart's retail sales are conducted online, and Duval.-Mart is seeking to expand its operations in girder to meet this increased demand. In return for the economic development incentives set forth in this Agreement, Company is willing to lease real property currently or hereafter owned. by AT Industrial Owner 7, LL C, a Delaware limited liability company, and located at ,530�O Westport Parkway in the City (the "Development Property"), as more specifically depicted and described in Exhibit "A", attached thereto and thereby made a part of this Agreement for all purposes, and to redevelop an existing, vacant building of approximately 788,000 square feet located on the Development property for use as an e- c ommeree fulfillment center for, the processing of al-Mart's online retail orders (the "Development"). The lease between AT Industrial Owner 7, L,LC and Company (the "Lease") will include terms and conditions consistent with those outlined in Exhibit "B". attached hereto and thereby made a part of this Agreement for all purposes. B. The Development will benefit the City by repurposing a currently-vacant 'building into a viable commercial operation with significant opportunities for employment and tax base growth. As recommended by the City's 2013 Comprehensive Plan, adopted by the City Council pursuant to Ordinance No. 20644- -2013 the "Comprehensive Plan"), and in accordance with Resolution n .. 3716-03-2009, the City has established an economic development program pursuant to which the City will, on a ease-by-ease basis, offer economic incentives authorized by Chapter 381 of the Texas Local Government Code that Include monetary loans and grants of public phoney, as well as the prevision 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 fi- m rn such businesses or entities to cause specific employment and tlher public benefits to be made or invested in the City (the "380 Program"). rn orflCIALL:RE]Colto Rage I tIF: FIr C1 YSIC T ARY �ccr� c 5F.C.RETAR � t'Pr gm�gren lent CITY R Jr)t between City Fort Worth wid" l- rt. om USA,L ..., Parkway), " WC) T"J FTV10R1rJ4 1rX C. The City has determined, that the feasibility of the Development is contingent on Conipany's receipt of the Program Grants, as provided in this Agreement. The City Council has deters-nined that the Development will benefit and stimulate the Decal economy and that the 380 Program is an appropriate means to achieve the Development. In addition,, the City Cotincil has determined that by entering into this Agreement the potential economic benefits that will accrue to the City under the terms, and conditions of this Agreement are consistent with the City's economic development objectives, as outlined in the Comprehensive Plan. This Agreement is authorized by ,Chapter 380 of the Texas Local Government Code. NOW, THEREFORE, in consideration of the inutual benefits and prornises, contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties,agree as follows: AGREEMENT 11 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 forrn -the ha it upon which the parties have entered into this Agreement. 2, DEFINITIONS, In addition to other terms defined in the body of this Agreement, the following terms shall have the definitions ascribed to them as follows: 3801 Program has the meaning ascribed tolt in Recital. B. Affiliate(s) means all entities, 'incorporated or otherwise, under common control with, controlled by or controlling Company. For purposes, of this definition, "control" means fifty percent (50%,) or more of the ownership determined by either value or vote. Base Grant Perce has the meaning ascribed to it in Section 5.1. Central Cli means the area of the corporate limits of the City within Loop 820 (i) consisting of all Community Development Block Grant ("CD BG")-eligible census block groups'; (ii) all enterprise zones, designated as such pursuant to the 'rexas Enterprise Zone Act, Chapter 2303, Subehapter,F of the Texas Government Clode; (iii) all census block groups that are contiguous by seventy-five percent (75%) or more of'their perimeters to CDBG-eligible block groups or enterprise zones, as well as any CD eligible block in the corporate limits of the City outside Loop, 820, as more specifically Page 2 Economic Development Program Agreement between City of Fort Worth and Wal-Mart.com USA,LLC(5130�O Westport Parkway) depicted in the map attached hereto as Exhibit "C"', attached hereto and hereby made a part off`this Agreement for all purposes. Central C y EMpLoyinent Commitment has the meaning ascribed to it in Section 4.5. Central City Effilpi,21ment Percent e has the meaning ascribed to it in Section 5.4. Central City Resident means an individual whose principal place of residence is at a location within the Central City. Devel2pment has the meaning ascribed to it in Recital A. D,evellopment Personal Pro,perty Tax Revenues,means City ad valorem taxes on New Taxable Tangible Personal Property located on the Development Property. The taxable appraised value of New Taxable Tangible Personal Property located on the Development Property for any given year will be established solely by the appraisal district that has jurisdiction over the Development Property at the time. Development Property has the meaning ascribed to it in Recital A. Development Real Property Tax Revenues means City ad valorem taxes on the Development Property and any improvements located thereon minus the taxes attributable to the blase collective taxable appraised value of the Development Property and any improvements located thereon for the 2013 tax year, which base collective taxable appraised value is $748,,274.00. The taxable appraised value of the Development Property and any improvements located thereon for any given year will 'be established solely by the appraisal district that has imisdiction over the Development Property at the time. Director, means, the director of the City's Housing and Economic Development Department or his authorized designee. Effective Date has the meaning ascribed to it in Section 3. Fort Worth Certified M/WBE Corn are means a minority- or woman owned business that(i) has received certification as either a minority business enterprise (MBE), a woman business enterprise (WBE) or a disadvantaged business enterprise (DBE) by the North Central Texas Regional Certification Agency (NCTRCA); (ii) has a principal business office located within the corporate limits of the City that performs la commercially useful function; and (iii) has provided from such office the services or sales that Company is seeking to have counted under-this Agreement. Page 3 Econoniic Development Program Agreement between City of*Fort Worth and Wal-Mart.com USA,LLC(5300 Westport Parkway) fort Worth Compa means a, busines,s, that has a principal office located within the corporate limits of the City that performs a coma-nercially useful function and that provides the services that Company is seeking to have counted under this Agreement. Fort Worth Ens plo,lwent Commitment has the meaning ascribed to it in Section 4,.4. Fort Worth Emloyment Pereenta= has the meaning ascribed to it in Section 5.3. Fort Worth Resident means an individual whose principal place of residence is at a location within the corporate limits, of the City. Fort Worth Supply ,,and Service pend*nt S, I ommitment has, the meaning C ascribed to it in Section 4.6. Fort Worth Suppl, ice Spend' . , y and Serv* ing Pere hasthe meaning ascribed to it in Section 5.5. Full-ti me Job means a Job provided to one (1) individual by Wal-Mart or Operator for at least thirty-six (36) hours per week and that are entitled to the same employee benefit arrangements as other employees who are within, the same Job classification and similarly situated. Lease has the meaning ascribed to it in Recital A. M Supply and Service Percenta has the meaning ascribed to it in Section 5.6. MIWBE Supply and Service uding Commitment has the meaning ascribed to it in Section 4.7. New Taxable Tangible Personal PropeEll means any personal property that Ci) is subject to ad valorem taxation by the City on or after the Effective Date; (ii) is located on the Development Property; (iii) is owned or leased by Company or Operator; and (iv) was not located in the City or subject to ad valorem taxation by the City prior to the Effective Date of this Agreement. Operator, means an entity that oversees operation and maintenance of the Development pursuant to an agreement or agreements between such entity and Wal-Mart. Overall Employment Commitment has the meaning ascribed to it in Section 4.3. Overall Employment ,Percents has the meaning ascribed to it in Section 5.2. Page 4 Econornic Development Program Agreement between City of`; rt Worth and Wal-Mart.com USA,LLC(5300 Westport Parkway) Personal PfUerty Commitment has the meaning ascribed to it in Section 4.2. P,rop, am Grants means the annual economic developnient grants paid by the City to Company in accordance with this Agreement and as part of the 380 Program. Pr ram Source, Funds means an,amount of City fLinds available for inclusion in a given Program Grant, which shall equal the Development Real Property Tax Revenues, plus the Development Personal Property Tax Revenues received by the City during the Twelve-Month Period ending in the sarne year in which the Program Grant is payable-, provided however that if the Lease is amended oi- interpreted by the parties thereto in any way, or any other arrangen-lent is instituted between the parties, so that at any time daring a given Twelve-Month Period Company is not required to pay or reimburse to the landlord all real property taxes on the Development Property and all improvements thereon, the Program Source Funds available for the Program Grant payable in the same year as the year in which such Twelve :Month Period ends shall equal only the Development Personal Property Tax Revenues received by the City during that Twelve Month Period. Records has the meaning ascribed tolt in Section 4.9. S-Upply and Service Expenditures means all expenditures by Wal-Mart expended directly for the physical operation and maintenance of the Development, excluding amounts, p�a,ict tor electric, gas, water and any other utility services as well as any amounts paid for temporary direct labor on the Development Property. Supply and Service Expend. tures include those sums paid by Wal-Mart to Operator directly for operation and maintenance of the Development as well as those costs that Company has paid or reimbursed its landlord under the Lease regarding Company's proportionate share of all costs, expenses and disbursements, that such landlord has incurred in co�nnection with the ownership, operation and maintenance of the Development Property. Supply and Service Expenditures specifically exclude any sums paid by Company for packing and shipping supplies, including, but not limited to, boxes, envelopes, packing fill, labels, adhesive and tape, that are used as part of Company's business operations, on the Development Property. Term has the meaning ascribed to it in Section 3. Twelve-Month Period means the period between February I of a given year and January 31 of the following year. Wal-Mart has the meaning ascribed to it in Recital, A. I TERM. This Agreement shall be effective as of the date of execution by both parties (the "Effective Date") and, unless terminated earlier pursuant to and in accordance with this Page 5 Economic Development Program Agreement between City of Fort Worth and Wal-I"' artcom USA, LL C(5300 Westport Parkway) Agreement, shall expire on the date as of which the City has paid all Program Grants required hereunder (the "Term"'). COMPANY OBLIGATIONS AND COMMITMENTS. 4.1. Use of Devel-2pment Pin erty. Company will use the Development Property for use as general office and industrial/warehouse purposes, connected with the receiving, storing, shipping and selling of Wal-Mart's products, materials and merchandise, including, but not limited to, an e-commerce fulfillment center for the processing of oval-Mart's online retail orders throughout the Term of this Agreement. 4.2. Personal Property Improvements. Company covenants and agrees that New Taxable Tangible Personal Property having a value of' at least Eighteen Million Dollars ($18,0001,000.010�) must be in place on the Development Property by January 1, 2014, as determined solely by the appraisal district having jurisdiction over the Development Property at that time the "Personal Property Commitment")., 4.3. Overall Employment Comniftment. The following levels of overall employment must be met for the calendar years, specified below (for each year referenced, the "Overall Employment Coturnitment'l): 43.1. 201 . The Overall Employment Commitment for 2014 will be met if at least 250 Full-time Jobs, were provided and filled on the Development Property in calendar year 2014. 4.3.2. 2015, The Overall Employment Commitment for 2015 will be met if at least 300 Full-time Jobs were provided and filled on the Development Property by the end of calendar year 2015. 4.31.3, 2016. The Overall Employment Commitment for 2016 will be net if at least 350 Full-time Jobs were provided and filled on the Development Property by the end of calendar year 20,16. Page 6 Economic Development Program Agreement between City of Fort Worth and Wal-mart.com USA,LLCM(5300 Westport Parkway) 4-3A. 2017-2023. The Overall Employment Commitment Tor each year beginning in, 201 and ending in 202,3 will be met if at least 400 Full-time Jobs were provided and filled on the Development Property by the end of each of those calendar years., 4.4. Fort Worth EmpI21ment Commitment,, The fallowing levels of employment for Fort Worth 'Residents must be met for the calendar years specified below (for each year referenced, the "Fort Worth, Employment Commitment"): 4.4.1. 2014'. The Fort Worth Employment Commitment for 2014 will be met if by the end of calendar year 2014 at least the greater of(i) 100 Full-time Jobs or (Ii) forty percent (40%) of all Full-time Jobs on the Development Property, regardless of the total number of Full-time Jobs, provided and Idled on the Development Property, were held by Fort Worth Residents,. 4.4.2. 2015. The Fort Worth Employment Commitment for 2015 will be met if by the end of calendar year 2015 at least the greater of(i) 120 Full-time Jobs or (ii) forty percent (40%) of all Full-time Jobs on the Development Property, regardless of the total number of Full-time Jobs provided and filled on the Development Property,were held by Fort Worth Residents. 4.4.3. 2 016. The Fort Worth Employment Commitment for 2016 will be net if by the end f'calendar year 2016 at least the greater of(i) 140 Full-time Jobs or (ii) forty percent (401%) of all Full-time Jobs on the Development Property, regardless of the total number of Full-ti me Jobs provided and filled on the Development Property, were held by Fort Worth Residents. 4.4.4. 2017-202,31, The Fort Worth Employment Commitment for each year beginning in 2017 and ending in 2023 will be met if by the end of each of those calendar years, at least the greater of(i) 160 Full-time Jobs or (ii) forty percent (40%): of all Full-time Jobs on the Development Property, regardless of the total number of Full-time Jobs, provided and fi lled on the Development Property in the same years, were held by Fort Worth Residents., Page 7 Econornic Development Prognani Agreement between City of Fort Worth and Wal-Ma rt.com USA,LLC(5'300 Westport Parkway) 4.4.5. Co ante Measurements. Determination of compliance with the Fort Worth Employment Commitment each year will be based on the employment data provided to the City pursuant to Section 4.8.2 for the year Linder evaluation. Full-time Jobs held by Fort Worth Residents shall also count as Full-time Jobs for purposes of measuring the applicable Overall Employment Commitment outlined in Section 4.3. 4.5. Central City Employment Commitment. The following levels, of employment for Central City Residents, must be met for the calendar years specified below for each year referenced, the "Central City Employment Commitment"). 4.5.1. 2014. The Central City Employment Conimitment for 2014 will be met if in calendar year 2014 at least the greater of) 13 Full-time Jobs or (ii) five percent (5%) of all Full-time Jobs on the Development Propertwy, regardless of the total number of FLIII-tinge Jobs provided, and filled on the Development Property, were held by Central City Residents. 4,.5.2. 2015. The Central City Employment Commitment for 2015 will be met if by the end of calendar year 20,15 at least the greater of(i) 15 Full-time Jobs or (ij) five percent ('50NO) of all Full-time Jobs on the Development Property, regardless of the total number of Full-time Jobs provided and, filled on the Development Property, were held by Central City Residents. 4-5.3. 20161. The Central City Employment Commitment for 2016 will be met if by the end of calendar year 2016 at least the greater of(1) 18 Full-time Jobs or (ii) five percent (5%) of all Full-time Jobs on the Development Property, regardless of the total number of Full-time Jobs, provided and filled on the Development Property,were held by Central City Residents. 4-5.4. 2017-2023. The Central City Employment Commitment for each year beginning in 2017 and ending in 2023 will be met if by the end of each of those calendar years at least the greater of(i) 20 Full-time Jobs or (il) five percent (5%) of all Full-time Jobs on the Development Property, regardless of the total number of Full-time Jobs provided and filled on the Page 8 Econornic Development Progran-i,Agreement between City of Fort Worth and Wal-Martxorn USA,LLC(53100 Wcstp�o,rt Parkway) uevelopment Property in the same years,, were held by Central City Residents. 4.5.5. Compliance Measurements. Determination of compliance with the Central City Employn-lent Commitment each year will be based on the employment data provided to the City pursuant to Section 4.8.2 for the year under evaluation. Full-time Jobs held by Central City Residents shall also count as Full-time Jobs for purposes of measuring the applicable Overall Employment Commitment outlined in Section 4.3 and the Fort 'Worth Employment Commitment outlined in Section 4.4., 4.6. Suppi CommUment for Fort Worth -y and Service Spendinj! I Complanies. Beginning in calendar year 2014, and in each year thereafter during the Term, of this Agreement,, at least the greater of"(1) Two Hundred Ten Thousand Dollars ($,210,0010.O in Supply and Service Expenditures or (ii) fifty-five percent (55%) of all Supply and Service Expenditures, regardless of the total amount of such Expenditures made in the year under evaluation, shall be expended with Fort Worth Companies (the "Fort Worth Supply and Service Spending, Commitment"). 4.7. Supply and Service Spendine Commi.tment for Fort Worth Certified M/WBE Co 0 N.,00 ,Mpanicke Beginning in calendar year 2014, and in each year thereafter during the Term of this Agreement, at least the greater of*(1) "N''Inety-six Thousand Do:llars, ($96,000.00) in Supply and Service Expenditures or (,ii) twenty-five percent (25%) of all Supply and Service Expenditures, regardless of the total amount of such Expenditures made in the year under evaluation, shall be expended with Fort Worth Certified M, /W`BE Companies the "M/WBE Supply and Service Spending Commitment"). Dollars spent with Fort Worth Certified M/WBE Companies shall also count as dollars spent with Fort Worth Companies for purposes of measuring the Fort Worth Supply and Service Spending Commitment outlined in Section 4,.6. 4.8�. Reports, and Fill" 4,.8.1. Personal Property Rep In order for the City to track its obligations under this Agreement, Company will notify the City in writing once it believes that the Personal Property Commitment has been attained. Page 9 Economic Development Program Agreement between City of Fort,Worth and Wal-Mart.corn USA,LLC(5300,Westport Parkway) 4.8.2. Annual EMploy men t R C On or before February 1, 2015 and of each year thereafter, in order for the City to assess the degree to which the Overall Employment Commitment, the Fort Worth Employment Commitment,, and the Central City Employment Commitment for the previous calendar year were met, Company shall, provide the Director with a, report in a form substantially the same as that attached hereto as 'Exhibit "D'I that sets forth the total number of individuals, Fort Worth Residents,, and Central City Residents who held Full-time Jobs on the Development Property, all as of,December 31 of the previous year, together with reasonable supporting documentation. Company understands and agrees that if any Full-time Jobs on the Development Property were provided by an entity other than Company, Company is ftilly responsible for obtaining from the employing entity and providing to the City all documentation that may be required hereunder. 4.8.3. Annual Sup i e Spend REport .ply and Serv*c ing a On or before Febl-Liary 1, 2015 and of each year thereafter, in order for the City to assess the degree to which the Fort Worth Supply and Service Spending Commitment and the M/WBE Supply and Service Spending Commitment were net in the previous calendar year, Company will provide the Director with a report in a form substantially the sarne as that attached hereto as Exhibit "'E" that sets forth the aggregate Supply and Service Expenditures made during such calendar year with Fort Worth Companies and with Fort Worth Certified M/WBE Companies. 4e9* Audits. The City will have the right throughout the Term to audit the financial and business 'records and any other documents, of Wal-Mart and Operator that are reasonably necessary to evaluate Company's compliance with this Agreement or with the commitments set forth in this Agreement (collectively "Records"). Company shall cause Wal-Mart and Operator to provide Company with all such Records of Wal-Mart and Operator for the purposes set forth in this Section 4.9. Company shall. make all Records available to the City on the Development Property or at another location in the City acceptable to both parties following reasonable advance notice by the City and shall otherwise cooperate fully with the City during any audit. To the fullest extent provided by law, the City shall keep all such Records confidential and shall not disclose such Records, or information contained therein, without the written consent of the owners of such Records, with the understanding that it is fully understood and acknowledged that the City is subject to Chapter 552, Texas Governivient Code, and that compliance with Chapter 552, 'Texas Government Code shall, supersede any obligation of the City under this Section 4.9. Page 10 Econom,ic Development Pro rain Agreement between City of Fort,Worth and wa[-mart.corn USA,LL.0(5300 Westport Pai-kway) 5. PROGRAM GRANTS, �Company will be entitled to receive annual Program Grants from the City solely in accordance with all the provisions of this Section 5. As more specifically set forth herein., if the Personal Property Commitmeilt set forth in Section 4.2 is met, Company will be entitled to receive ten (10) annual Program Grants, payment of which will begin in 2015 and end in 2024. The amount of each Program Grant shall equal a percentage of the Program Source Funds available for that Prograin Grant, which percentage will be based on the extent to which the various commitments set forth in Section 4 were met in the previous calendar year and, specifically, will equal the sum of the Base Grant Percentage, the Overall Employment Percentage, the Fort Worth Employment Percentage, the Central City Employment Percentage, the Fort Worth Supply and Service Percentage and the M/WB,E Supply and Service Percentage, as defined in Section 5.1., 5.25 5.31 5.41 5.5. and 5.6. In no event sha,11 any Program Grant exceed seventy-five Percent (75%) of the Program Source Fronds available for that year's Program Grant., 5.1. Attainment of Personal Proper L I CommUment (30%,). Provided that New Taxable Tangible Personal -Property having a cost of at least Eighteen Million Dollars ($18,000,000.00) was in place on the Development Property by January 1, 2014, as determined solely by the appraisal district having jurisdiction over the Development Property at -that time, each annual Program Grant will include thirty percent (30%) of the Program Source Funds available for that year's Program Grant (the "Base Grant Percentage"). 5.2. Overall Employment Commitment(U,p to 15%)1. Each annual Program, Grant will include a percentage of the Program Source Funds available for that ye�ar's Program Grant that is based oil Company's compliance with the Overall Employment Commitment in the previous calendar year, as outlined in Section 4.3 (the "Overall Employment Percentage"). The Overall Employment Percentage for each Program Grant will equal the product of fifteen percent (15%) multiplied, by the percentage by which the Overall, Eniployment Commitment was met in the previous calendar year, which will be calculated by dividing the actual number of Full-time Jobs provided and filled on the Development Property in the previous calendar year by the applicable, number of Full-time Jobs constituting the Overall Employment Commitment for the previous calendar year, as outlined in Section 4.3. For example, the Overall Employment Commitment for 2014 is 2510 Full-time Jobs. If only 200 Full-time Jobs were provided and filled on the Development Property in 2014, the Overall. Employment Percentage for the Program Grant payable in 2015 would be 12% instead of 15% (or .15 x [2,00/250]), or .15 x .,80, or .12. 1f the Overall Employment Commitment is met or exceeded in any given year, the Overall Page I I IE"Conornic Developinent Prograjii Agreernerit between City of F -t W rid"oval-Martxorn USA,LL C(.5300:Westport Parkway) Employment Percentage applicable the Program Grant payable in the following year will equal fifteen percent(1 %). 5.3. Fort Worte Em fun to 10% --ployment Commknien't Each a.nnuual Program Grant will include a percentage of the Program Source Funds available for that year"s Program Grant that is based on Company's compliance with the Fort Worth Employment Commitment in the previous calendar year, as outlined in Section 4.4 (the "Fort Worth Employment Percentage"'). Tlle Fort Worth Employment Percentage for each Program Grant will equal the product of ten percent (10%) multiplied by the percentage by which the Fort Worth Employment Commitment was met in the previous calendar year, which will be calculated by dividing the actual number of Full-time Jobs provided on the Development Property that were filled by Fort Worth Residents in the previous calendar year by the applicable number of Full-time Jobs constituting the Fort Worth Employment Commitment for the previous calendar year, as outlined in Section 4.4. For example, if 320 Full-time Jobs were provided and filled on the Development Property in 2015, pursuant to Section, 4.4.2 the Fort Worth Employment Commitment for 2015 would be 128 Full-time Jobs (40% of 32,0 Full-time Jobs). However, if only 120 Full-time Jobs provided oil the Development Property in 2015 were filled with Fort Worth Residents, the Fort Worth Employment Percentage for the Program Grant payable in 2016 would be 9.375% instead of 10% (or .10 x [120/128]1), or ,1 x .9375, or .09375. If the Fort Worth Eniployment Commitment is met or exceeded in any given year, the Fort Worth Employment Percentage applicable the Program Grant payable in the following year will equal ten percent(10%). 5.4. Central Citv Empl2yment Commi"Imentlup to 10 Each annual Program Grant will. include a percentage of the Program Source Funds available for that year's Program Grant that is based on Company's compliance with the Central City Employment Commitment in the previous calendar year, as outlined in Section 4,.5 (the "Central Employment Percentage"). The Central City Employment Percentage for each Program Grant will equal the product of ten percent (10%) multiplied by the percentage by which the Central City Employment Commitment was met in the previous calendar year, which will be calculated by dividing the actual number of Full-time Jobs provided on the Development Property that were filled by Central City Residents, in the previous calendar year by the applicable number of Full-time Jobs constituting the Central City Employment Commitment for the previous calendar year, as outlined in Section 4.5. For example, if 400 Full-time Jobs were provided and filled on the Development Property in 20116, pursuant to Section 4.5.3 the Central City Employment Commitment for 2016 would be 20 Full-time Jobs (5% of 400 Full time Jobs). However, if only 15 Full-tinie Jobs ,provided on the Development Property in 2016 were filled with Central City Residents, the Central City Employment Percentage for the Program Grant payable in 2017 would be 7.5% Page 12 Econornic Development Prograrn Agreement between City of Fort Wortb and'oval-Mart,com USA,LLC(53100 Westport Parkway) instead of 10% (or .10 x [15/20]), or .10 x .7 5, or .075. If the Central City Employment Commitment is met or exceeded in any given year, the Central City. Employment Percentage applicable the Program Grant payable in the fo!llowing year will equal ten percent (10%). 5.5. For Worth, S and Service Spendin2(Up to 5%). Each annual Program Grant will include a percentage of the Program Source Funds available for that year's Program Grant that is based on Company"s compliance with the Fort Worth Supply and Service Spending Commitment in the previous calendar, year, as outlined in Section 4.6 (the "Fort Worth S,upply and Service Percentage"). The Fort Worth Supply and Service Percentage for each Program Grant will equal the product of five percent (5%) multiplied by the percentage by which the Fort Worth Supply and, Service Commitment was met in the previous calendar year, which wilt be calculated by dividing the amount of Supply and Service Expenditures made with Fort Worth Companies in the previous calendar year by the applicable dollar amount constituting the Fort Worth Supply and Service Commitment for the previous calendar year, as outlined in Section 4.6. For example, if Company expended $300,000.001 In Supply and Service Expenditures in a given year, pursuant to Section .6 the Fort Worth Supply and Service Commitment for that year Would be $210,000.00. However, if Company made only $178,5010.001 in Supply and Service Expenditures with Fort Worth Companies in that year, the Fort Worth Supply and Service Percentage for the Program Grant payable in the following year would be 4.25% instead of 5% (or .05 x [$178,500/$200,000]),, car .05 x .85, or .04,25. If the Fort Worth Supply and Service Commitment is met or exceeded in any given year, the Fort Worth Supply and Service Percentage applicable the Program Grant payable in the following year will equal five percent (5%). 5.6. Foirt Worth M/WBE Supply, and Service ndinp,(UP, to, 5%)# Each annual Program Grant will include a percentage of the Program Source Funds available for that year's Program Grant that is based on Company's compliance with -the M/WBE Supply and Service Spending Commitment in the previous calendar year, as, outlined in Section 4.7 the "M/WBE Su y and Service Percentage"). The M/Vv'B,E Supply and ServIce Percentage for each Program Grant will equal the product of five percent (5%) multiplied by the percentage by which the M/WBE Supply and Service Commitment was met in the previous calendar year, which will be calculated by dividing the amount of Supply and Service Expenditures made with Fort Worth Certified M/WBE Companies in the previous calendar year by the applicable doillar amount constituting the M/WBE Supply and Service Commitment for the previous calendar year, as outlined In Section 4.7. For, example, if Company expended $400,000.00, in Supply and Service Expenditures in a given year, pursuant to Section 4.7 the MIWBE Supply and Service Commitment for that year would be $10,01,1000.00 (25% of$400,000). However, if Company made only $80,000.00 in Page 13 Econornic Development Program Agreement between City of Fort Worth and WA-mart.corn USA,LL (5300 Westport Parkway) Supply and Service Expenditures with Fort Worth Certified M/WBE Companies in that year', the M1VV_BE Supply and Service Percentage, for the Program Grant payable in the following year would be 4% instead, of 5% (or .015 x [$80,000/$100,000]), or .05 x, .80!, or .0:4. If the M/WBE Supply and Service Commitment is met or exceeded in any given year, the M/WBE Supply and Service Percentage applicable the Program Grant payable in the following year will equal five percent (5%). 5.7. No Offsets. A deficiency in attaini-tient of one commitment may not be offset by the exceeding attainment of another commitment. For example, if in a given year the Central City Employment Commitment failed to be met by six (6) Full-time Jobs, but the Fort Worth Employment Commitment was exceeded by six (6) Fult-time Jobs,, the Central City Employment Percentage applicable to the Program Grant payable in the following year would still be reduced in accordance with Section 5.,4 on account of the failure to meet the Central City Employment Comiiiitment. 5.8. Deadline for Payments and Source of Funds. The first Program Grant payable hereunder shall be paid by the City on or before June 1, 201,5. Each subsequent annual Program Grant payme�nt will be made by the City to Company on, or before June I of the year in which such payment is due. It is understood and agreed that all Program Grants paid pursuant to this Agreement shall come from currently available general revenues, of the City and not directly from ad valorem taxes on the Development Property or improvements thereon or on New Taxable Tarigible Personal Property that are received by the City. CoMpany understands and agrees that any revenues of the City other than those dedicated for payment of a given annual Program Grant pursuant to and in accordance with this Agreement may be used by the City for any lawful purpose that the City deems necessary in the carrying out of its business as a home rule municipality and will not serve as the basis for calculating the amount of any 'future Program, Grant or other obligation to Company., 6. ADDITIONAL 380 PROGRAM BENEFITS. 6.1. Fee Credit. Company has paid an economic development incentive application fee of $5,000.00. From this fee, the City will give Company a credit of$3,000.00 that Company may, apply toward any fees charged by the City in connection with the Development on or before December 31, 2013. After December 31, 2013, any unused balance of this credit will. be reffinded to Company within thirty (30) days following receipt of a written request frorii Company. Page 14 Economic Development Prograni Agreement between City of Fort Worth and Wal-Mart.com USA,LLB` 5300 Westport Parkway) 6.2. Wal"ver of Certain Fees After Fee Credit Exhausted. Company and its contractors will. be required to apply for and receive all pen-nits and other licenses and certificates required by the City, with respect to the Development. However, as further consideration for the public purposes that will be achieved, from construction of the Development and as part of the 380 Prograrn hereunder, unless otherwise prohibited by applicable law, ordinance, rule or regulation, and prov,ided that Company has fully used the entire $3,000.001 fee credit set forth. in Section 6.1, the City agrees to waive the following fees related to the Development that would otherwise be charged by the City at any time on or before December 31, 2013-0 0) al] building permit, plan review, inspection, and re- inspection fees; (ii) all zoning fees,- (iii) all temporary encroachment fees; (iv) all platting fees; and (v) all fire, sprin-kler, and alarm permit fees. All other fees charged or assessed by the City in accordance with applicable federal, state and local laws, ordinances, rules and regulations, including,, but not limited to, transportation impact fees and water and sewer impact fees, are not waived hereunder and shall be fully payable by Company and its contractors. 7. DEFAULT., T'ERM'INATION AND FAILURE BY COMPANY TO MEET VARIOUS DEADLINES AND, ('OMMITMENTS. 7.1. Falflure to Meet Personal Property Coo mitme.."t. Notwithstanding anything to the contrary herein, the City shall have the right to terminate this Agreement by roe ding written notice to Company without further obligation to Company hereunder if the Personal Property Commitment, as outlined in Section 4.2, is not met. 7.2. Failure to Use Develqpment Prope!:L for Business Purposes. If Company fails to use the Development Property for use as general office and industrials arehouse purposes connected with the receiving, storing, shipping and selling of al Mart's products, materials and merchandise, including, but not limited to, an e-comerge fulfillment center for the processing of al art's online retail orders, for more than thir-ty (30) c ,secutive calendar days at any time during the Term of this Agreement for any reason (other than on account of Company's temporary displacement caused by a casualty to the Development Property and resulting ongoing repairs or restoration to the Development Property necessitated by such casualty), Company shall be in default under this Agreement and Sections 7. shall apply. 7'.3. No Default for Amendment of Lease. If the Lease is, amended or interpreted by the parties thereto in any way, or any other arrangement is instituted between the parties, so that at any time during Page 15 Econonnic Development Program Agreement between it of Fort Worth and Wal-Mart.coni USA,LLC'(5300 Westport Parkway) a given Twelve-Month Period Company is not required to pay or reimburse to the landlord all real property taxes on the Development Property and all improvements thereon,, an event of default shall not occur under this Agreement, but, in accordance with the definition of "Program Source Funds" set forth in Section 2, the Program Source Funds available for the Program Grant payable in the same year as the year in which such Twelve-Month Period ends shall equal only the Development Personal Property Tax Revenues received by the City during that Twelve-Month Period, and all Development, Real Property Tax Revenues received by the City during that Twelve-Morith Period shall be excluded from the calculation of that Program Grant and may be used by the City for,any other lawful purpose. 7.4. No Default for Failure to Meet Employment or Su end Service Spen Commitments. If the Overall Employment Commitment, the Fort Worth Employment Commitment, the Central City Employment Commitment, the Fort Worth Supply and Service Spending Commitment, or the M/W Supply and Service Spending Commitment are not met in any given year, such failure shall not constit-ute a default hereunder or provide the City with 'the right to terminate this Agreement, but, rather, shall only cause the amount of the Program Grant that the City is required to pay in the following year to be reduced in accordance with this Agreement. 7.5. Failure to Submit rts. If Company fails to submit any report required by and in accordance with Section 4.8, the City's obligation to pay any Program Grants at the time, if any, shall be suspended until Company has provided all requixed reports-, provided, however, that if any report required he is delinquent by more than one (1), year, Section 7.6 shall apply. 7.6. General Breach. Unless stated elsewhere 'in this Agreement, Company shall be in default under this Agreement if Company breaches, any to 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 reterencing this Agreement (or, if Company has diligently and continuously attempted to cure following receipt of such written notice but reasonably requires more than thirty (30) calendar days to cure, then such additional amount of time as is reasonably necessary to effect cure, as determined 'by both parties mutually and in good faith), the City shall have the right to terminate this Agreement immediately by provi C 'ding written notice to ompany. Page u 6 Economic Developnient Prolgrain Agreement between City of For-t Worth and Wal-Martcom USA,LLC(53 00 Westport Parkway) 7.7. Knowing Employment of Undocumented Workers. Company acknowledges that the City i,s 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 dqfined by Section 2264.00](4) oj' the Texas Government Code. In, the event that Company, or any branch, diviion, or department of' Company, is convicted of a violation under 8 U.S.0 Section 1324a(fi (relating to federal criminal penalties and injunctionsfir a pattern or Practice of employing unauthorized aliens).- • if' such conviction occurs during the Term of thi's Agreement, thin Agreement shall terminate contemporaneously upon such conviction (subject to any appellate riglits that may lawfully be available to and exercised by Company) and Company shall repay, within one hundred twenty (120) calendar da ollowing receipt of written demand fro m the YS.f City, the aggregate, amount of"the Program Grants received by Company hereunder, 4'any,Plus Simple Interest at a rate of our percent (411o)per annum or • if such conviction occurs after expiration or termination of thi's Agreement, subject to any appellate rights that may lawfully be available to and exercised by Company, Company all repay, within one hundred twenty (1 20) calendar dive following receipt oj'written demand front the City, the aggregate amount oJ*the Program Grants received by Company hereunder, if any,plus .simple Interest at a rate cif' `bur percent (4%) per annum. For the purposes of this Section 7.7', "Simple Interest" is defined as a rate of interest applied only to an original value, in this case the aggregate amount of Program Grants paid hereunder. This rate of interest can be applied each year, but will only apply to the aggregate amount of'Program. Grants paid hereunder and is not applied to 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 $107000 + [5 x ($10,000 x 0.04)], which is $12,,00:0. This Section 7.7 does not apply to convictions of any subsidiary or affiliate entity of Company, by any franchisees of'Company, or by a person or entity with whom Compan,y contracts. Notwithstanding anything to the contrary herein, this Section 7.7 shall survive the expiration or termination of this Agreement. Page 17 Econotnic Development Prograni Agreement C) between City of Fort Worth and Wal-1 art.com USA,LLC(5300 Westport Parkway) 8. INDEPENDENT CONTRACTOR,. It is expressly understood and agreed that Company shall operate as an independent contractor in each and every respect hereunder and not as an agent,, representative or employee of the City. Company shall, have the exclusive right to control all details and day-to-day operations relative 'to the Development and the Development Property and any improvements 'thereon and shall be solely responsible for the acts and omissions of its officers, agents, servants,, employees, contractors, subcontractors,,, licensees and invitees. Company acknowledges that the doctrine of re,vpondeal superlor will not apply as between the City and Company, its, officers, agents, servants, employees, contractors, subcontractors, licensees, and invitees. Company further agrees that nothing in this Agreement will be construed as the creation of a partnership or joint enterprise between the City and Company. 9. INDEMNIFICATION. COMPANY, A T NO COST' TO THE CITY, A GRE ES TO DEFEND, INDEMNIFY AND HOLD THE CITY, ITS OFFICERS, AGENTS SERVANTS AND EMPLOYEES, HARMLESS AGAINST ANY AND ALL CLAIMS, LAWSUITS, CTIO AND EXPENSES OF ANY KIND, INCLUDING, BUT NOT A NS, COS TL IV LIMITED TO, THOSE FOR PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO COMPANYS BUSINESS AND ANY RESULTING LOST PROFITS) ANDIOR PERSONAL INJURY, INCLUDING DEATH, THATMAYRELATE TO., ARISE OUTOFOR BE OCCASIONED BY (i) COMPANY'S BREACH OF ANY OF THE TERMS OR PROVISIONS OF THIS AGREEMENT (PROVIDED CITY ACKNOWLEDGES AND AGREES THAT THE SOLE RIGHT AND RE D Y OF A DEFT UL T B Y COMPANY UNDER SECTION 7 SHA LL BE TO TERMINA TE THIS A GREEMEN T, A T WHICH TIME NEITHER PARTY SHALL HA VE ANY FURTHER OBLIGATIONS OR LIABILITIES HEREUNDER' OTHER THAN AS SPECIFICALLY PROVIDED HEREIN) OR (ii) ANY NEGLIGENT ACT OR OMISSION OR INTENTIONAL MISCONDUCT OF COMPANY, ITS OFFICERS, AGENTS, ASSOCIATES, EMPLOYEES, CONTRA CTORS (0 THEE THAN THE CITY) OR SUBCONTRA CTORS, R TED TO THE DE VEL Off"MENT A ND ANY OPERA TIONS A ND A CT' VI DIES ON THE' DEVELOPMENT PROPERTY OR OTHERWISE, TO THEPERFORMANCE OF THIS A GREEMENT., 10. NOTICES, All written notices called for or required by this Agreement shall be addressed to the following, or such other party or address as either party designates in writing, by certified nia.il, postage prepaid, or by hand delivery.- Page 1.8 Econoniic Development Program Agreement between City of Fort Worth and Wal-Mart.corn USA,LLC(5300 Westport Parkway) C1 y« Company: City of Fort Worth Wal-Mart.Corn'USA, LLC Attn.- City Manager Attn,: Project Manager, Corporate Properties I O�OO 'IVockmorton 2010 1 S 10"' Street Fort Worth, TX 76102 Bentonville,, AR 72716 0, # with coj)ies to. with. a,copy to. the City Attorney and Kutak Rock LLP Economic/Community Development Attn: Terry Pool Director at the saes address 234Millsap, Suite 200 Fayetteville,AR 72703-4099 1 L ASSIGNMENT AND SUCCESSORS. Company may at any time assign, transfer or otherwise convey any of its rights or obligations under this Agreement to an Affiliate without the approval of the City Council so long as Company, 'the Affiliate and the City first execute an agreement under which the Affiliate agrees to assume and be bound by all covenants and obligations of Company under this Agreement. Otherwise, Company may not assign, transfer or otherwise convey any of its rights or obligations tinder this Agreement to any other person or entity without the prior consent of the City Council, which consent shall not be unreasonably withheld, conditioned on (i) the prior approval of the assignee or successor and a fin ding 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 tinder which the proposed assignee or successor agrees to assume and be bound by all covenants and obligations of Company tinder this Agreement, Any attempted assignment without the required City Council's prior consent shall constittite grounds, for termination of this Agreement following, ten (10) calendar days of receipt of written notice from the City to Company., Any la lid assignee or successor in interest of Company of all rights under this Agreement shall, be deemed "Company" for all purposes,under this Agreement. U. COMPLIANCE WITH LAWS, ORDINANCES, RUIES AND REGULATIONS. This Agreement will be sub ect to all applicable federal, state and local laws, ord.inance,s, rules and regulations, including, but not limited to, all provisions, of the City's Charter and,ordinances, as amended. Page 19 Econoniic Development Program Agreement between City of Fort Worth and Wal-Mart. oni USA,LLC(5 1 0 Westport,Parkway) 1.3. GOVERNMENTAI POWERS. It is understood that by execution of this Agreement, the City does not waive or surrender any of it governmental powers or immunities. t 4. 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. VENUIE AND JUMSDICTDON. If any action, whether real or asserted, at law or in equity, arises on the basis of any provision of this Agreement, venue for such action shall lie m state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas — Fort Worth Division. This Agreement shall be construed in accordance with the laws of the State of Texas. 16. NO THIRD PARTY RIGHTS. The provisions and conditions of this Agreement are solely for the benefit of the City and Company, and any lawful assign or successor of"Company, and are not intended to create any rights, contractual or otherwise, to any other person or entity. 17, INTERPRETATION. In the event of any dispute over the meaning or application of any provision of this Agreement, this Agreement shall be interpreted fairly and reasonably, and neither more strongly for or against any party, regardless of the actual drafter of this Agreement. 18. CAPTIONS. Captions and headings used in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement. Page 20 Econoti-iie Deveiopment Program Agreement between City of Fort Worth and Wal-Mart-com USA,:LL C(5300 Westport Parkway) 19. SEVERABILITY. If any provision of this Agreement is held to be invalid, illegal or unenforceable, 0 the validity, legality and enforceability of'the remaining provisions shall not in any way be affected or impaired. 20, ENTIRETY OF AGREEMENT. This Agreement, including any exhibits attached hereto and any documents incorporated herein by reference, contains the entire Understanding and acrreernent t:� between the City and Company, and any lawful assign and successor of Company, as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provision of this Agreement. Notwithstanding anything to the contrary herein, this Agreement shall not be amended unless executed in writing by both parties and approved by the City Council of the City in an open rnecting held in accordance with Chapter 551 of the Texas Government Code. 21. COUNTERPARTS. This Agreement may be executed in multiple counterparts, each of which shall be considered an original, but all of which shall constitute one instrument. EXECUTED as of the last date indicated below-, CITY OF FORT WORTH: WAL-MAR T.COM US AI PLC, a Califiornia ].limited liability company: Aoi By. By. Willi oi rlJt� Fernan l ? do,Costa Name. City Manager Title.• 0,C6 TIC,$jb,5A1_r -7 Date.- Date: If I 20/ Page 21 Economic Developm,crit Prograrn Agreement between City of Fort Worth and Wal-mart.com USA,LL C(5300 Westport Parkway) APPROVED AS TO FORM AND LEGALITY: By Peter Vaky Deputy City At me &C C-26216 4-23-13 & C-26593 12-10-131 0 s�o �vu SeCM 000 ; s, OFFICIAL RECORD Page 22 CITYSECRETARY Economic Devetopiment'Program Agreement FTe WORTHI, TX between City of Fort Wort h and Wal-Mart.com USA,LL C(5300 Westport:parkway) EXHIBITS Description and Map De,plicting,the,Development Property. —Lease Terms "C" Central City Form of Annual Employ ment Report "E"— or of Annual Supply and Ser""ce Spending Report I A -eemen,t _"cononiic Development Program Agi bietween City of Fort Worth and WTI-mart.conii USA,LLC(5300'Westport Parkway) V uXHIBIT A Legal Description and Map Depicting the Development Property BEING a tract of land situated in the JJ. Roberts Survey,Abstract Number 1305 and the F. Cuella Survey, Abstract Number 267, Tarrant County, Texas, and being a portion of Lot IR, Block 4, Alliance Gateway South, an addition to the City of Fort Worth, Tarrant County, Texas, as recorded in Cabinet A, Slide 126201, Plat Records, Tarrant County, Texas, and also being all of that certain tract of land described by Deed to Alliance Gateway No. 1 1, Ltd., as recorded in Document Number D207220470,Deed Records,Tarrant County, Texas, and being more particularly described by metes and bounds as follows: COMMENCING at a stone found at the southeast corner of said 28.834 acre tract,being in the westerly right-of-way line of the 1"'exas-Raci fie Railroad right-of-way(a 100' right-of-way),,- THENCE N 25007"22"E, 163.72 feet along the east line of said 28.834 acre tract and the west line of said Railroad right-of-way to a 5/8 inch iron rod with plastic call l stamped"Carter&Burgess"'set at the POINT OF BEGINNING, THENCE N 89038'23"W, 1330.07-feet to a 5/8,inch,iron rod with plastic cap stamped"Carter&BUrgess"set; THENCE N 0+ 22'36" 893.96 feet to a 5/8 inch iron rod with plastic cap stamped "Carter& Burgess" set at the beginning of a curve to the left, THENCE with said curve to the left, an arc distance of 109.24 feet, through a central angle of 32'05'47" having a radius of 195.00 feet, the long chord of which bears, N 15'40'J 8"W, 107.8 1 feet to a 5/8 inch iron rod with plastic cap stamped"Carter&Burgess"set; THENCE N 3.1043111"W1 58.,79 let to a 5/8, inch iron rod with plastic cap stamped "Carter & Burgess" set at the beginning of a curve to the right, THENCE with said curve to the right, an are distance of' 114.84 feet, though a central angle of 32'051'47" having a radius of 205.00 feet, the long chord of which bears N 15'40'1 8"'W, 113.34 feet to a,5/8 inch 'Iron rod with plastic cap stamped"Carter&Burgess"set; THENCE N 00022'36"'El 69.23 feet to a 5/8 inch iron rod with plastic cap starriped "'Carter & Burgess" set in the Southerly right-of-way line of Westport Parkway(a 120'right-of-way), THENCE S 890'38'48"E, 614.41 feat along, the southerly right-of-wa,y line of said Westport Parkway to a 5/8 inch iron rod with plastic cap stamped"Carter&Burgess"set-, TH ENCE S 000 1 2'00"W1 1 00.00 feet to a 5/8 inch iron rod with plastic cap stamped"Carter&Burgess"set; THENCE S 89038'48"E, 673.92 'feet to a 5/8 inch iron rod with plastic cap stamped "Carter & Burgess" set at the beginning of a curve to the right,, THENCE with said curve to the right,an arc distance of 171.02 feet,through a central angle of 10'25 '28" having a radius of 940-00 feet,the long chord of which bears S 84'2,6'05" , 170.79 feet to a 5/8 inch iron rod with plastic cap stamped"Carter&Burgess"set; THENCE,S 00021'05a,W�481.02 'feet to a 5/8 inch iron rod with plastic cap stamped"Carter&Burgess"set; THENCE S 64`M'52'51",230.24 fee returning to the westerly right-of-way line of said Texas Pacific Railroad to a 5/8 inch iron rod with plastic cap stamped"Carter&Burgess"set; THENCE S 25007'22"W1 5816.72 feet along the westerly right-of-way line of said Railroad to the POINT OF BEGYNNING and containing 1,6164,242 square feet or 38.2016 acres of land more or less. M " r y " w.w rr„�._�,� .r.r�.w4 uM�„M,✓gym. �m r,�w� ,:r�.w Nm �m�.«" rw. ��,. .., �" � ,� " �„,,..a�r �,w�,�r w+IMro � i , �,,.n>. w ,r� 'wu „,. .,� ,.�-� n�P m P n ✓ w s � P rf, nu ✓ py kv r°' JXI a ,..... o;ws,> .°;� ",; n: fin' eras'"�✓ ,did „,... "" f F'ii. .'w un� s sr?rn�w�r� ,L Is r wy y; " r a " w , ,..., ,.".,... P. rrb 4r ,;:. J r 1.,.,R^s v f i.:� ,� " ���, � �, � 'RW+ ,", J• " S", ,4d a' w 1 � P � AYE L NN It I elt w MsGi� � w •>,� e w'. ry n w r r s w, r. P EXHIBIT B Lease Abstract Lease: Lease Agreen'lent between AT Industrial ner 7 LC and a --Mart.Co USA, LLB dated as of April L AT Industrial Owner 7 U.C. a Delaware limited liability cornpany Lessee: a1 Mart.Co C a Califomia linii d liability company ._......... . ,Prey ices: Approximately 8181,1.6 squat-c feet of building useu for warehouse and s i'but on space located at Gateway 11, 5300 Westport, Parkway, Fort. Worth, Texas 76177 Lease Tenn.- w ,. mointlis (1,5.,5 years), Lease Commencement Date*. 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WOO Ow f"17„"r y 2 if Jd w ".11, N s,7"'6: l (k ,g' Rip", 0 ilk 7 ✓r *a IT, r; t 12 I ,J A.I �K "Ae 7 t )fa4 KK M 0� (,3 6 , Oeoeo lr,�WIFI N BUT Upd teld 08/ 9/20111 FOR ”Codes ndat� * NN, i.. .. ... , GD G-Eli'gi le Area Housitlg and Economic Development IN itytimi g ib I iez r & U u4-,-n t r-4-fl C*'i t, CA FORT WORTH City Annual Evaluation Report Deporting Period:January I, to December 31, 1 CT''INIFORM'A'*."T'1"0'*"N"''-"', ry Property weer: Company/Project Name, Project Contact: Title: Telephone: Fax: F-Mail: Property Owner Address('If Different). Address of Property"Subject to Agreement: Has construction/installation of planned m r ements menc es N If "es/late? If No,please explain: Has construction/in stall iation of planned improvements finalized? Yes, If "estate? If Igo,please estimate completion date and attach a current time schedule for the project, Date of issuance of the Certificate of cc upanc - ILINVEST REAL PROPERTY Current Year Appra,ised Value-band: Current Year Appraised`value-Improvements: Appraised value of improvements added this period: PERSONAL PROPERTY(the value as reported to and certified by the Tarrant Appraisal Districl Current'Year appraised Value-I' c'hi!n ery,Equipment,and Other Business Personal Property. New Machinery and Equipment costs Incurred During Period: Current Year Appraised Value Inventory and Supplies. Appraised Value of Machinery,,Equi ment,and Other Business personal Property added this Period: Percentage of Inventory Subject to Other Exemptions(i.e.,Freeport/Foreign Trade Zone),. e,u JOB C RL ON TENT 10N . Total current Employees at End of Reporting Period; Total current Employees that are Fort Worth Residents. Total current Employees that are central city Residents: Average Salary luring Deporting Period. Home addresses of permanent,full-time ern pl yer e fired per the agreement should be attached to th,is report.Please verify that your employees lire within Fort Worth by using the interactive map tool found at hit m piu�.fc rtworth eras. ov - Once you arrive at the site click on Employment Incentives Deport,also provide an excel document with all d`o'ur employment yment. information on a CID or USB and su bm:it with this report or seed the document by e.m,ail to _na lvara o foaworthtexas. ov, FORTWORTH City of Fort Worth Annual Evaluation Report ro n Vendor name,addresses,and the amounts paid during the reporting period should be attached to this report.Please verify +�rify that your M/WBE vendors are in Fart Worth by using the Vendor Listing Report at_I tt ://www.fortwor . r /a li tions/ mhe srccud, . CONSTRUCTION Total Construction Dollars Spent this Reporting,Period: AWARDS TO FORT WORTH COMPANIES Total Dollars of Construction Contracts to Fort Worth Companies: P'erc'entage of Total Construction Contracts to Fort Worth Companies ,WARDS TO M,INO I""I"" `/'WOMEN OWNED BUSINESS EN,rEPPPISES(MAYBE) Total Dollars of Construction Contracts to MIWBE Companies Percentage of Total Construction Contracts to BE Companies: : V.SUOILY A SERVICE CONTRACTS 4 ry :WARDS TO FORT WORTH COMPANIES Total Supply and Service Dollars Spent this Reporting Period: Total Dollars of Supply a,nd Service Contracts to Fort Worth Companies,:; Percentage of Total Supply and Service Contracts to Fort Worth Companies: AWARDS TO MINORITY/WOMEN OWNED BUSINESS ENTERPRISES BE Total Dollars of Supply and,,Service Contracts to BF Companies s Percentage of Total Su pl and Service Contracts to BE Companies 'PLIN FORMATION (TO BEATTACHIED) V1.ADDITION'," E]r M m _ .'..Y wu .. •A ,_ ._ i ., , v u n P awm...,.amp.. .. ., r , ... .mR List of Business Personal Property Tarrant Appraisal District Account Niambers�Applicaible to Projects with personal Prop ityy Comiimitmients) List of Beal Propel Tarrant appraisal District Account Numbers(Applicable to Projects with R al Property Commitments) Copy of Sales Tax Reports(Applicable to p'r j cts with sales Tax Commitments) Copy of Certificate icate ccu ancy issued by the City of Fort Worth's Planning and Development Department(A'P Pii able to New projects) A Copy of Certification(or the certification number)from the North Central Texas Regiona I Gerd ltatlorr Agency El for Ea>c BE Vendor, Employee Address Verification Report with Supporting Documentation List of Vendor Names,,addresses,and Amounts Paid During Reporting Period FoK TWORTH Fort Annual Evaluation Report VILCIERT.117-11 ATI, ,N,, In connection with the review of the tax abatement/eco ornic development groat agreement for the respective audit term, between the City of Fart Worth nd +r ompan Name) we confirm,to the best of u.rr knowledge and belief,the followin representations made to the City of ort Worth. We are responsible for the information provided in the An,inual,Evaluation Report, 2.) he City of Fort Worth is responsible for evaluating the criteria and determining that the criteria are,appropriate for meeting the terms of the,agreement. 3x We have made available all information that we believe is relevant to the Annual Evaluation Report. 4. We will inform the City if any events occur subse a ierut to February 1,2013,that would l require,adjustment to,or modification to,the Annual Evaluation Report. 5.), We will respond fully to,all inquiries made by the City of Fart Worth during the review. lame of Certil rin g officer, Phone: Title Fax: Signature of ertifying Officer; late; in ordeir to remain eligible for the incentive,,you must return the completed report by February I st to: City of Fort Worth ou lsinig and Economic Development Department Attn:Mr. Robert Stu irnis Domestic&International Business Recruitment Manager 11 150 South Freeway,Suite 13 Fort Worth,Texas 76 You may also forward an electronic copy of the completed report to:ana Iv,arado@-�fortworth,texa,s.Clov. Please note that if you do submit this forma electr nicall °,you must also submit are original har d copy of the report and all attachments to the above stated physical address for roper filing and review. For assistance call: 212-2680. M&C Review Page I of 2 Official site of the Cit,Y of Fort Worth,Texas 10% FRT rO RV I CITY LOUNCO"IL AGENDA WON wamwmw�� V,m an wmimv A ��W'WmWWW www�ftc"%Vmm mown amAwmr Vanam rastilm m%uw oaroaw� mmzol v COUNCIL ACTION: Approved on 12,/10/2013 011110110 M4,14AwA" MW AW", DATE: 12/10/2013 REFERENCE C-26593 LOG NAME: 117EDPGWALMARTCOR NO.■ CODE.-P C TYPE: NON- PUBLIC NO CONSENT HEARING: SUBJECT: Amend Mayor and Council Communication C-26216 Authorizing an Economic Development Program Agreement with Wal-Mart Stores, Inc., for Development of an e- Commerce Fulfillment Center at 5300 Westport Parkway in Order to Reduce the Level of Taxable Business Personal Property Req,u,ired, for Installation at the Site and to Make Wal- Mart.Com USA, LLC, the Party to the Agreement (COUNCIL DISTRICT 7) asumn mmmw, vma mmor wous�lw arl ftw�?ftftw'w Pal m, am/ "ma, newfalptavog u4mmaw, mmn",owl) wo RECOMMENDATION,: It is recommended that the City, Council amend Mayor and Council Communication C-26216 authorizing an Economic Development Program Agreement with veal-Mart Stores, Inc., in order to reduce the level of taxable business personal property required for installation at the site and to make Wal-Mart.Com USA, LLC„ the party to the Agreement. DISCUSSION: On April: 23; 2013, the City Council approved execution of a ten-�year Economic Development Program Agreement (Agreemen:t) with veal-Mart Stores, Inc., for the development of an e-Commerce Fulfillment Canter of approximately 788,000 square feet at 53010 Westport Parkway (M&C C-26:216, April 23, 2013). Under the Agreement authorized by the City Council, Wal-Mart would be required to use the site as general office and Industrial/warehouse purposes connected with the receiving, storing, shipping and selling of Wal-Mart's products,, materials and merchandise, Including an e-Commerce Fulfillment Center for the processing of Wale-Mart's online retail orders. Wal-Mart would also be re�qui%red to, expend at least $30 million on new taxable, business personal property to be located at the site and to, provide at least 4,00 full-time jobs by 201�6, at least 40 percent f'which would have to be with Fort Worth residents and 5 percent with Central City residents. In return, Wal-Mart would be entitled to receive ecoinorniic development program grants autholr,ized by Chapter 380 of the Texas Local Government Code in an amount equal to 75 percent of the incremental City tax revenue, on real (land and improvements) and business personal property at the site for a period of 10 years. Since, M,&C C-26216 was approved by the City Clounc,il on April 23�, 2013,1 'oval-Mart has revised the cost of new taxable business personal property that will be located at the site from the amount of$30 million to $18 mililioln, Although Wal-Mart does expect to expend at least $30 mililion in non-,inventory personal property improvements by January 1, 2014) approximately the amount of$12 million of that investment will be comprised of software and installation, which are non-taxable expenses. Because measurement of veal-Mart's compliance with business personal p,ropery investment at the site will be based on the taxable appraised value of that property, as est,abilished by Tarrant Appraisal District,. Staff recommends that M&C C-26216 be amended to reflect that"dal-Dart's commiiitmen,t is, to locate at least$18 million of new taxable business personal property on the site by January 1, 2014, In addition, Wal-Mart has requested that the proposed Agreement be between the City and Wal- Mart.Com US& LLC, rather than Wal-Mart Stores, Inc. Staff has no objection to this request and recommends that M&C C-26216 be amended to reflect this change, http-,//apps.cfwnet.org:`/counc'l 9[D==1 926 5&counc Idate=12/10/2013 12/11/2013 1 _pack et/me—re view.asp., Nl'&C Review Page 2 of 2 All other terms and provisions, of the Agreement will remain the same as outlined in M&C C-26216. FISCAL INFORMATION/ClERTIFICATION: The Financial Management Services Director certifies, that this action will not increase the total appropriations of City funds. TO Fund/Ac counVCenters FROM Found/AccounVCenteirs Slub mitt ed for Cit,y Manager's Office Fernando Costa (6122) Or,ic I menit Head: Jay Chapa (5804) linat"ng Dep Additionall InformatIon Contact-, Robert Sturns (212-2663) Ana Alvarado (212-2,680), ATTACHMENTS Wal-Mart Reference Map.pdf htip,-//apips.cfw,net.,org/`COLinc'I 1 _,pac,1 t/m c—re v i ew.as 9265&co u n c I Idal le—12/10/2 0 13 12/11/201 M&C Review Page 11 of 3 Offical sbte of the qty ot Ford Worth, CITY COUNCUL A(SENDA .......... FO RT IVORTI tiPoWvNY"INlf"+fO"Nq"m'W'dA'WrAIN..::. I"uW'�k9Y !f `k'W4nIIIV"," ihUW"'W J �>"iUIPW'N1Ni Wb""N@ Ik'N7' '>W^IuiIXW:iWt!"(kv, l'rl'Ud'iNS✓N/iNW'WNUfN>!.'LYIW h'!Y „,,, ,..,.,,,, ,,,.......,., ,.wr;, .,;. ,. ,..., rW!H'(+k;N,37t1?W'iC(w`WfV1WWI,Nf?3b(✓iWYu�fN'Vi'NuudVW�lll'rtdWuGfffPWp>W'UW:i�r'&1r „«�BifWG'IWW^&.NYN MWlaffkiiV., SVII@'dfWi:Nrl!N'iYw9'0.'4;YNN&IN!WJ+1N+WuNIaW9fwPo:,@WYWr+Y^MWi'uWWllltih;{'P WIrY;}~wi ;.YYI ,,u?I'u"�"IYd&!P,±'k(`did,Nw+'(E';WIWuIppuN',EJYw'InItlIN�'EiW4YVWetW'dk�W�fiW'I',,H�W+(,`W`W 'UP'N1!�I...,,'.IAA& COUNCIL ACTION.- Approved on 4/23/2013 kr;WWNihNW�'c'` "A4ii''d!/1'�atiVPp,OWH"iW1Ml4`rUNdti'.fiYl ,f ,,..,,;.. °:a.",, ,.>.,,,,,, ,.,,Atl '�WW 6`744'1N„'NNJWRiwr d'IrWWd"r7'r`WS'+JfdiPoG!Nri6✓'+r,s`V/v,%W,i,IXy{Wtu"'NWr fWv.(<I„.+W'u. i y-.o>..d+✓,all.!WINn,v . , 40100111i (48?MaWa. Yi�4”'vY7?a'+aN;VN`NJWNWZ'NWdWr?id9'IWW*WgflWi�,,hsfNNvNWN?WIf(NlNd4dlGPrIWVWIWNWtnW°JficutW! '^YriM,ibfN,�1"WtlNNW'2GmWNWNNaINs!WtuWakYkkWa',N� DATE: 4/23/2013 REFERENCE, No..C-26216 LOG NAME: 17WALMARTEDPA. CODE* c TYPE. PUBLIC B IC No NOW CONSENT HEADING,. SUBJECT: Authorize Execution of an Economic Development program Agreement with Wal-Mart Stores Inc., for the De elopment of an E Commerce FuIfiIIment Center to be Located at 5300 Westport Parkway and Authorize Waiver of Certa�in Related Development Fees in the Approximate Amount of$1 ,000�.00 (COUNCIL DISTRICT 2 Jd N�W� VIWSIrPioNIAWrn u!,rWWUda!N�",. gYNauW!!KiuNOWrrN NN 4rtIINWNrNNWrNd ltN(wom!rWt ^7NtH�NNNWf'kfW ioWUr1("kf-0 A ,. r „ u- ,,,. , i,.,,,, y,,,,.,.. o „.,., , , wWUWr NhW,NNWaewPlNNfuAwfr i !� N�vNWYC{wW,uuN��WUrrif>NmW�W�,u,urNW!�rWWitiam ,viuW»WrcY�^ RECOMMENDATION: It is recommended that the City Council: 1. Authorize the execution of an Economic Development Program Agreement with Wal-Mart Stores Inc., for the development of an approximately 788,000 sp,uare toot E-Corr coerce Fulfillment Center to be located at 5300 Westport Parkway; and '. Authorize the waiver of certain related development fees in the approximate amount of$15, 00.00, as a part of the economic development Agreement program, authorized by Section 380.001 Texas Local Government Code, DISCUSSION*. The Housing and Economic Development Department is proposing a 10-year Economic Development Program Grant with Wal-Mart Stores Inc. (Wal-Mart), that could potentially provide grants of up to 75 percent of the City Is taxes on the incremental' value of the real and business personal property investment at the site, Wal-Mart art grill surpass$9 Million in online sales,this year, offering over two million items. Developing the E Domrneirce Fulfillment Center will allow Wal-Mart to fill its online orders as the increase in demand continues. The proposed project is estimated to have an investment of at least the amount of 30,0100,0100.00 in new taxable personal property by January 1, 2014, There is potential for additional square footage to be added to the existing facility to accommodate the growth of the fulfillment center in the future. This expansion and any incremental real property value derived from it, would be subject to the program grant calculation. Failure to meet the minimum business personal property investment is a condition of default and will result in immediate termination of the Agreement.. Em to m ent Commnitmients: Wale-Mart(through a third-party logistics company, o,HL Logistics) is required to emp�loy a minimum of 250 Full-Time Employees FTE) on the property by December 31, 2014, The overall employment commitment will rise during the term of the Agreement based on the following schedule: • Minimum of Soo FTEs' by December 31, 2015; • Minimum of 350 FTEs by December 31, 2016; and • Minimum of 400 FTEs by December 31 2017 and throughout the remainder of the Agreement term., Wal-Mart(through a third party logistics companyr, +DIAL Logistics) has committed to fill a minimum of l ttp� p`p .cfwnet.or /council_p c�c �'mc rc iew.�. p lD=1 13&coy n c i I d ate-4/2 3 `2 13 /24/ M&C Review Page 2 of 3 40 percent of the full-time jobs with Fort Worth residents and a m,i,nimu:m of 5 percent with Fort Worth Central C�ity resildents, with an understanding that employment with Fort Worth Central City residents, also counts,as employment with Fort Worth residents. Utilization of Fort Worth Companies and Fort Worth l Businesses Sgpply and Services Wa I-Mart wi 11 be req uuired to spend the g realter of 55 percent or the a mou nt of$210,000,00 of an n ua I discretionary service and supply expenditures with contractors,that are Foirt Worth contractors. The company will also be required to spend the greater of 25 percent or the amount of$96, 00.00 of annual discretionary service and supply expenditures with contractors that are certified Fort Worth M/WBE contractors with the understanding that dollars spent with certified Fort Worth M/WBE companies will also count as dollars spent with Fort Worth, companies). These requirem ents apply to all years in which the City participates in the project. Discretionary Supply and Service Expenditures, means all expenditures by the Company expended directly for the operation and maintenance of the development, excluding amounts paid, for electric, gas, water and any other utility services,. Supply and service expenditures do not include expenditures for temporary direct labor at the facility. Citv commitments: All grant payments are based on the incremental increase in value of real and non-inventory business personal property and can be awarded for up to 715 percent for a period of 10 years,. Except for cases of default, failure to meet a commitment will result in a reduction of the corresponding component of the grant for that year proportional to the amount the commitment was not met as more specifically depicted, in the following chart, Company Commitment L_ "otentilal Gira F eel a,nid Personal Property Investment E 3o percent Overall E l:oyment IL 15, percent Employment of Fort Worth Residents 10 percent ,Employment of Fort Worth Central City Residents 11 10 percent JUtilization, of Fort Worth Companies for Services and Supplies 5 percent Utilization of Fort Worth MNVBE Companies for Services 5 percent JTotall L 75 percent J Fee Waiverlls,,* The City agrees to waive the following fees related to the required improvements that would otherwise be charged by the City at any time prior to the completion deadline,- (i) all building permit, plan review, inspection and re-inspection fees, (ii) all zoning fees, (iii) all temporary encroachment fees,, (iv) all platting fees,, and (v) all fire, sprinkler and alarm permit fees. All other fees charged or assessed by the City, in accordance with applicable federal,l state and local, lalws, ordinances, rules and regulations,, including, but not limited to, transportation impact fees and water and sewer impact fees; are not waived and shall be fully payable. The,estimated value of'the fee waivers is approximately in the amount of$15,000.010. The project is located in COUNCIL DISTRICT 2. FISCAL INFORIVIATIONXERTIFICATION: The Financial Management Services Director certifies that this action will not increase the total appropriations, on City funds. TO Fund/Account/Centers FROM Fund/Account/Centers http://apps.cfwnet.org/counc'] 1 _packet/mc_'review.a,sp?1 D=--I 831.3&counci1da,te=4/23/2013 04/24/2013 M C Review Page of 3 Submitted for CIt Manage r�,� tfl+� �w Fernando Cost 6122 + �r I w tlr rt gent Head: Jay Ch (5804) Additional I nformation Contact: Robert Stu rns 3 ATTACHMENTS Wal-Mart Reference Map. df http://apps.cfwnet.org/council -4/23/2013 ! l r +c —