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HomeMy WebLinkAboutContract 46727 — 4�I A CONTRA CT NO, FATE OF TEXAS § COUNTY OF TARRANT § TAX ABATEMENT AGREEMENT This TAX ABATEMENT AGREEMENT ("Agreement") is entered into by and between the CITY OF FORT WORTH, TEXAS (the "City"'), a home rule municipality organized under the laws of the State of Texas, and WEINNER LLC, a Delaware limited Liability company("CompanyT°). RECITALS A. On May 20,2014, the City Council adopted Resolution No.4322-05-2014, stating that the City elects to be eligible to participate in tax abatement and setting forth guidelines and criteria governing tax abatement agreements entered into between the City and various parties, entitled "General Tax Abatement Policy" (the "Policy"), which is incorporated herein by reference and hereby made a part of this Agreement for all purposes. B. The Policy contains appropriate guidelines and criteria governing tax abatement agreements to be entered into by the City as corrtemplated by Chapter 312 of the Texas Tax Code, as amended(the"Code"). C. On May 19, 2015 the City Council adopted Ordinance No. 2175705-2415 (the "Ordinance") establishing Tax Abatement Reinvestment Zone No, 90, City of Fort Worth, Texas (the"Zone"). ;o C-5 D. Company owns approximately l 10 acres of Land in the City located at the M northeast corner of Alliance Gateway and Park Vista Boulevard, The Land is located Z entirely within the Zone. Contingent upon receipt of the tax abatement herein, Company o intends to construct and operate an approximately 250,000 square foot data center on the Land, with potentia] expansions and build-outs that could involve an aggregate investment z of more than$250,000,000.00 in real and business personal property investments. E. On April 15, 2015 Company submitted an application for tax abatement to the City concerning Company's plans for the development (the "Application"), which Application is attached hereto as Exhibit "l3" and hereby made a part of this Agreement for all purposes. F. The contemplated use of the land and the terms of this Agreement are consistent with encouraging developm the Zone an generating economic development and increased employment pp > t it , in accordance with the Page [ CITY SECRETARY aRY Tax Abatement Agreement between City of Fort Worth and Winner,LLC FT. WORTH,TX purposes for creation of the Zone,and are in compliance with the Policy, Clic Ordinance and other applicable laws, ordinances,rules and regulations. C. The provisions of this Aggeement, and the proposed use of the Land and nature and minimum capital investment required for the Project Improvements, as defined in Section 2,satisfy the eligibility criteria for comnterciallindustrial tax abatement pursuant to Section 4.3 of the Policy. A. Written notice that the City intends to enter into this Agreement, along with a copy of this Agreement, has been furnished in the manner prescribed by the Code to the presiding officers of the governing bodies of each of the taxing units that have jurisdiction over the Land_ L The Abatement granted under this Agreement is in conjunction with a broader economic development incentive program governed by that certain Economic Development Program Agreement between the City and Company on file in the City Secretary's Office as City Secretary Contract No. (the"EDPA")to be executed substantially simultaneously with this Agreement. 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: AGREEMFNT 1. INCORPORATION OF RECITALS. The City Council has found, and the City and Company hereby agree, thatthe recitals set forth above are true and correct and form the basis upon which the parties have entered into this Agreement. 2. DEFINITI(INS. In addition to terns defined in the body of this Agreement, the following terns slaalI have the definitions ascribed to them as follows: Abatement means (i) the abatement of ten percent (100A) of the City's incremental ad valorem real property taxes on the Land and all improvements located on the Land, based on the increase in values of the Land and all improvements located ori the Land for the 2018 tax year over their values for the 2015 tax year (which is the year in which the parties entered into this Agreement); and (ii) the abatement of ten percent (10%) of the City's ad valorem taxes on New Taxable Tangible Personal Property, based on the taxable assessed value of the New'Taxable'Tangible Personal Property. Page 2 Tac Abattment Ags'eement between City offort Womb and Winner,LLC Affiliate 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 detennined by either value or vole. Application has the meaning ascribed to it in Recital E. Certificate of Completion has the meaning ascribed to it in Section 5. Code has the meaning ass n-bed to it in Recital B. Completion Date weans the date as of which a temporary or permanent certificate of occupancy for at least 100,000 square feet of space within the Project Improvements has been issued Completion Deadline means December 31,2017, subject to extension on account of force majeure,as provided its Section 22. Comprehensive Pian means the City's 2015 Comprehensive Plan, adopted pursuant to Ordinance No. 21693-03-2015, adopted by the City Council on March 17, 2015. Consent to Collateral Assignment Agleernent has the meaning ascribed to it in Seed on 1 1.2. Construction Costs means the aggregate of the following costs expended or caused to be expended by Company for the Project Improvements: actual site development and construction costs, general contractor and subcontractor fees, and the costs of supplies, materials and construction labor; engineering fees; and architectural and design fees; zoning fees; building permit fees;sewer basin fees; water and sewer tap fees; water, wastewater and thoroughfare impact fees; other costs and fees customarily incidental to construction of a commercial project; and insurance and taxes directly related to the construction of the Project Improvements. Construction Costs specifically excludes any costs associated with the acquisition or lease of the Land. Director means the director of the City's Economic Development Department. EDPA has the meaning ascribed to it in Recital I. Effective Date has the meaning ascribed to it in Section 3. Employment Gaal has the meaning ascribed to it in Section 4.3. Event of Default means a breach of this Agreement by a party, either by act or omission,as more specifically set forth in Section 7 of this Agreement. Page 3 Tm Abatement Agreenicat between City of Fort Worth and winner,LLC Full-time Job means a job on the Land provided by Company or an Affiliate to one individual for (i) forty (40) hours per week or(ii) less than forty (40) hours per week if such other measurement is used to define full-time employment by Company or an Affiliate in accordance with its then-current personnel policies and regulations. For example, if Company or an Affiliate has a company-wide policy that considers full-time employment to be thirty-five (35) hours per week, a job on the Land provided by Company or an Affiliate for at least thirty-five (35) hours per week shall be considered a full-time job for purposes of this Agreement. Land means the real property described oil Exhibit "A" which is attached hereto and incorporated herein by reference for all purposes under this Agreement, plus any additional land within a half=mile radius of the real property boundaries referenced on Exhibit "A" that is acquired by Company subsequent to the Effective Date for incorporation into the Project Improvements and otherwise allowable under Chapter 312 of the Texas Taal Code. Mortizagee means the holder of a mortgage on the Land. New Taxable TanOble Persona Property means any personal property that (i) is subject to ad valorem taxation and is rendered for that purpose to Tarrant Appraisal District or another appraisal district having jurisdiction over the Land; (ii) is located on the Land; (iii) is owned or leased by Company or an.Affiliate; and (iv)was not located in the City prior to the Effective Date of this Agreement. Ordinance has the meaning,ascribed to it in Recital C. Personal Property Commitment has the meaning ascribed to it in Section 4.2. Personal Property Report has the meaning ascribed to it in Section 4.4.2. PolkI has the meaning ascribed to it in Recital A. Protect Completions R" has the meaning ascribed to it in Section 4.4.1. Proiect Improvements means improvements constructed or caused to be constructed on the Land by Company after the Effective Date of this Agreement. Real Property Improvement Commitment has the meaning ascribed to it in Secti on 4.1. Server means any computer data processing, storage, or other transmission equipment and any equipment at any time substituted for and perforating the same or similar functions. "Server" does not include the software installed on any computer or data processing equipment. Term has the meaning ascribed to it in Section 3. Page 4 Tax Abatement Agreement between City or Fort Worth and Winner,LLC Zane has the meaning ascribed to it in Recital C. 3. TERM. 'This Agreement will take effect on the date of execution of this Agreement by both the City and Company (the "Effective date") and., unless terminated earlier in accordance with its terms and conditions, will expire on December 31, 2018 (the "Perm"). 4. COMPANY'S OBLIGATIONS AND COMMITMENTS. 4.1. Real-Property Improvements and. Uses. The Completion Date must occur on or before the Completion Deadline, and Company must expend or cause the expenditure by the Completion Deadline of at least One Hundred Twenty-five Million Dollars ($125,000,000.00) in Construction Costs for the Project Improvements; provided, however, that if the Personal Property Commitment outlined in Section 4.2 is exceeded and if Company submits a written request to the City on or before submission of the Personal Property Report, the Director may reduce this One/-Hundred Twenty-five Million Dollar ($125,000,000.00) minimum cost requirement by the same percentage by which the Personal Property Commitment was exceeded, but such reduction may not exceed twenty-Ove percent(25%),regardless of the percentage by which the Personal Property Commitment was exceeded, and with the understanding that any such reduction must be specified in writing and reflected in the Certificate of Completion issued pursuant to Section 5 (the"Real Property Improvement Commitment"). The Project Improvements are intended to be used as a "data center" as than term is defined in the City's Zoning Ordinance. After the Completion Deadline, the Project Improvements roust be used for a lawful use related to the support and/or operation of Company's commercial, business, retail, or industrial uses and may not be used in conjunction with any use(s) that the City Council has determined cause or would cause materially adverse effects on the stability of the immediate neighborhood. Dollars counted as Construction Cost expenditures for purposes of measwing attainment of the Real Property Improvement Commitment under the EDPA will also be counted for purposes of measuring attainment of the Real Property Improvement Commitment under this Agreement_ Page 5 Tax Abatemerri Agreement between City of Fort worth and W inacr,1.f.0 41. Installation of Pe sonal Property on Land. By the Completion Deadline, Company intends to install or otherwise locate on the Land (including within the Project Improvements), or cause to be installed or otherwise located on the Land, New Taxable Tangible Personal Property having an aggregate actual cost of at least One Hundred Twenty-five Million Dollars ($125,000,000.00); provided, however, that if the Real Property Improvement Commitment is exceeded and if Company submits a written request to the City on or before submission of the Project Completion Report, the Director may reduce this One Hundred Twenty-five Million Dollar ($125,000,000.00) minimum cost requirement by the same percentage in which the Real Property Improvement Commitment was exceeded, but such reduction may not exceed twenty-five percent (25%), regardless of the percentage by which the Real Property Improvement Cornmitment was exceeded, with the understanding tha# any such reduction Faust be specified in writing and reflected in the Certificate of Completion issued pursuant to Section 5 (the `Personal Property Commitment"). Dollars counted as expenditures for purposes of measuring attainment of the Personal Property Improvement Commitment under the EDPA will also be counted for purposes of measuring attainment of the Personal Property Commitment under this Agreement. 4.3. Em layment Goal. During 2018, Company will use commercially reasonable efforts to provide or cause to be provided at least forty (40) Full-time]obs on the Land (the "Employment Goal"). Full-time lobs counted for purposes of measuring attainment of the Employment Goal under the EDPA will also be counted for purposes of measuring attainment of the Employment Goal under this Agreement_ 4.4. Reports and Filings. 4.4.1. Notice of Completion and Final_Construction Report: Provided that the Completion Date occurred on or before the Completion Deadline, on or before February 28 of the year following the year in which the Completion Deadline occurs, Company roust provide a written report to the City, substantially in the form attached hereto as Exhibit "C that specifically outlines the total Construction Costs expended for the Project Improvements, as well as the total Construction Costs expended for the Project Improvements with Fort Worth Companies and Fort Worth Certified MIWBE Companies (as those terms are defined in the EDPA), together with supporting invoices and other documents reasonably necessary to demonstrate that such amounts were actually paid (the"Project Completion Report"). Provision of the Project Completion Report under the EDPA will also constitute provision of the Protect Completion Report under this Agreement Page b Tax Abatement Agreement between City of Fort Worth and Winner,UC 4.4.2. Personal Property Report. On or before February 28 of the year following the year in which the Completion Deadline occun•ed, Company must provide a written report to the City, substantially in the form attached .hereto as Exhibit "D", that specifically outlines the New Taxable Tangible Personal Property that bas been installer)or otherwise located on the Land, the legal owner of such New Taxable Tangible Personal Property, and the amounts actually paid for such New Taxable Tangible Personal Property, together with supporting invoices and other documents reasonably neces,5ary to demonstrate that such amounts were actually paid (the "Personal Property Report"). Provision of the Personal Property Report under the EDPA will also constitute provision of the Personal Property Report under this Agreement. 4.4.3. Employment Report. On or before February 28 of the first full calendar year following the year in which the Completion Deadline occurred, Company roust provide the City with a report, substantially in the form attached hereto as Exhibit"E", that sets forth the total number of individuals who held Full- time Jobs on the Land as of December I (or such other date requested by Company and reasonably acceptable to the City) of the previous year, together with reasonable supporting documentation. If the Employment Goal was not met, Company must include an explanation as to why Company believes the Employment Goal was not met and the efforts that were utilized to meet the Employment Goal. As provided in Section 7.7 below, a failure to meet the Employment Goal does not constitute a default under this Agreement. Notwithstanding anything to the contrary herein, provision of the employment report tinder the EDPA will also constitute provision of the employment report provided hereunder. 4.5. Audits. Provided at least ten (10) calendar days' notice is given and to the extent necessary to verify compliance with the terms of this Agreement or to otherwise administer the terms of this Agreement, but no more than once per calendar year, the City will have the right throughout the Term to audit the financial and business records of Company that relate solely to the Project Improvemcnts and New Taxable Tangible Personal Property and are necessary to evaluate compliance with this Agreement or with the commitments set forth in this Agreement, including, but not limited to documents and invoices related to the construction of the Project Improvements and the purchase of New Taxable Tangible Personal Property. If documentation of any Construction Cost expenditures or costs of New Taxable Tangible Personal Property is contained in Page 7 Tax Abatement Agecinent between City or Fort worth and W nner,LLC financial and business records of Company that also contain unrelated matters, and the City cannot verify such expenditures or costs in any other documents of Company, such expenditures and costs will not be counted for purposes of this Agreement unless Company allows the City to audit those records; provided, however, that if Company allows the City to audit those records, Company may redact any unrelated matters that are non-essential to the audit of any Construction Cast expenditures or costs of New Taxable Tangible Personal Property. If Company seeks to have Construction Cost expenditures made by another party or costs of New Taxable Tangible Personal Property by an Affiliate counted for purposes of this Agreement, Company must make or cause to be made the finarncial and business records of that party that relate to the expenditures in question. Company must make all such records described in this Section 4.5 available to the City at Company's offices in the City or at another location in the City acceptable to both parties and shall otherwise cooperate fully or cause full cooperation with the City during any audit. Further, Company may require that all individuals reviewing the financial and business records of Company, an Affiliate or another party must first sign a reasonable confidentiality agreement under which they agree to not discuss or publicize information contained in those records except as necessary for them to complete an audit of such records in accordance with this Agreement. 4.6. Inspections of Land and Proiect Improvements. At any time during Company's normal business hours throughout the Term and following at least ten (10) calendar days' prior written notice to Company, the City will have the right to inspect and evaluate the Land and the Project improvements, and Company will provide reasonable access to the same, in order for the City to monitor or verify compliance with the terms and conditions of this Agreement. Company will reasonably cooperate with the City during any such inspection and evaluation. Notwithstanding the foregoing, Company shall have the right to require that any representative of the City be escorted by a representative or security personnel of Company during any such inspection and evaluation, and Company shall be able to exercise its sole, reasonable discretion in scheduling a requested inspection so as not to interfere witl3 its ongoing business operations on the Land. 4.7. Use of Land. The Land must be used at all times during the Term of this Agreement for purposes connected with the business operations of Company, as described in the Recitals, and further described in Section 4.1, and otherwise in a manner that is consistent with the general purposes of encouraging development or redevelopment of the Zone. Page s Tax Abatement Agreement bmvven City of Fart Worth and Wimwr,MC 5. CERTTT'ICATE OF COMPLETf ON. Within ninety (90) calendar days following receipt by the City of the Project Completion Report and the Personal Property Report submitted by Company in accordance with Sections 4.4.1 and 4.4.2, and assessment by the City of the information contained therein, if the City is able to verify that the Completion Date occurred on or before the Completion Deadline, that at least One Hundred Twenty-five Million Dollars ($125,000,000.00) in Construction Costs were expended for the Project Improvements by the Completion Deadline, and that New Taxable Tangible Personal Property having an actual cost of at least One Hundred Twenty-five Million dollars ($125,000,000.00) (or such lower amount if authorized by the Director in writing, in accordance with Section 4.2) was installed or otherwise located on the Land (including within the Project Improvements) by the Completion Deadline, the Director will issue Company a certificate confirming that both the Real Property Improvement Commitment and the Personal Property Commitment have been met (the "Certificate of Completion"). The issuance of the Certificate of Completion by City shall not be unreasonably conditioned, withheld or delayed. 6. TAX ABATEMENT. Subject to the terms and conditions of this Agreement,provided that both the Real Property Improvement Commitment, as outlined in Section 4.1, and the Personal Property Commitment, as outlined in Section 4.2, were met, as confirmed in the Certificate of Completion issued by the City in accordance with Section 5, subject to all extensions of time allowed by this Agreement, Company will be entitled to receive the Abatement for the 2018 tax year. Section 11.5 of the Policy,which provides for a cap on the maximum amount of any given tax abatement,does not apply to this Agreement. 7. DEFAULT TEltM1INATION AND FACLURE BY COMPANY TO MEET VARIOUS DEADLINES AND COMMITMENTS. 7.1. .Failure to Meet heal Property Improvement Commitment or Personal Property Commitment. ff the Completion Date does not occur on or before the Completion Deadline, or if the Real Property Improvement Commitment, as set forth in Section 4.1, or the Personal Property Commitment, as set fortis in Section 4.2, are not met by the Completion Deadline, the City shall have the right, as its sole remedy, to terminate this Agreement by providing written notice to Company without further obligation to Company hereunder. Page 9 Tax Abatement Agr♦~cment between City orPort Worth and Winner,UX 7.2. Failure to Pay City Taxes. An event of default shall occur under this Agreement if any City taxes owed on the Land or on business personal property located on the Land by Company Or an Affiliate, or arising on account of Company's or an Affiliate's operations on the Land, become delinquent and Company or the Affiliate does not either pay such taxes or properly follow the legal procedures for protest and/or contest of any such taxes. In this event, the City shall notify Company in writing and Company shall have thirty (30) calendar days to cure such default. If the default has not been fully cured by such time, the City shall have the right to terminate this Agreement immediately by providing written notice to Company and shall have all other rights and remedies that may be available to it under the law or in equity necessary to collect such delinquent taxes. Either payment of such takes or initiation of and ongoing engagement in legal proceedings for protest and/or contest of such taxes shall constitute a full cure pursuant to this Section 7.2. 7.3. Violations_of City Code, State or Federal Low. An event of default shall occur under this Agreement if any written citation is issued to Company or an Affiliate due to the occurrence of a material violation of a material provision of the City Code on the band or on or within any improvements thereon(including, without limitation, any material violation of the City's Building or Fire Codes and any other material City Code violations related to the enviroomental condition of the Land; the environmental condition other land or waters which is attributable to operations on the Land; or to matters concerning the public health,safety or welfare)and such citation is not paid or the recipient of such citation does not properly follow the legal procedures for protest and/or contest of any such citation. An event of default shall occur under this Agreement if the City is notified by a governmental agency or unit with appropriate jurisdiction that Company or an Affiliate, or any successor in interest thereto; or an occupant or tenant with access to any portion of the Land owned or operated by Company or an Affiliate pursuant to the express or iinplied permission of Company or an Affiliate if action was not taken within thirty (3 0) days of actual knowledge by Company or an Affiliate to resolve, mitigate or protest and/or contest such violation under proper legal procedures; or the City is in material violation of any material state or federal law, rule or regulation on account of any portion of the Land owned or operated by Company or an Affiliate, or on account of improvements owned or operated by Company or an Affiliate or any operations therein on the Land (including, without limitation, any matenial violations related to the environmental condition of any portion of the Land owned or operated by Company or an Affiliate; the environmental condition of other land or waters which is attributable to operations on any portions of the Land owned or operated by Company or an Affiliate; or to matters concerning the public health,safety or welfare). Upon the occurrence of any default described by this Section 7.3, the City dial] notify Company in writing and Company shall page 10 Tax Abatement Agreement bewten City of Fort Worth and Winner,U.0 have (i) thirty (30) calendar days to cure such default or (ii) if Company has diligently pursued cure of [lie default but such default is not reasonably curable within thirty (30) calendar days, then such amount: of time as is reasonably necessary to cure such default. If the default ,has not been fully cured by such time, the City shall have the Tight to tern-inate this Agreement immediately by providing written notice to Company and shat] have all other rights and remedies that may be available under the law or in equity. 7.4. Foreclosure. Subject to any rights of a lender that is a party to a Consent to Collateral Assigm-cent Agreement executed pursuant to and in accordance with Section 11, upon the occurrence of any of the following events, the City will have the right to terminate this Agreement immediately upon provision of written notice to Company: (i) the completion of an action to foreclose or otherwise enforce a lien, mortgage or deed of trust on the Land or improvements located on the Lewd; (ii) the involuntary conveyance to a third party of the Land or improvements located on the Land; (iii) execution by Company or an Affiliate of any assignment of the Land or improvements located on the Land or deed in lieu of foreclosure to the Land or improvements located on the Land; or(iv)the appointment of a trustee or receiver for the Land or improvements located on the Land. 7.5. Failure to Submit Reports. Lf Company fails to submit any report required by and in accordance with Section 4.4, the City shall provide written notice to Company. If Company fails to provide any such report within thirty (30) calendar days following receipt of such written notice, the City will provide a second written notice to Company. U Company fails to provide any such report within five (5) business days following receipt of this second written notice, the City will have the right to terminate this Agreement immediately by providing written notice to Company. 7.6. Knowing Employment of Undocumented Workers. 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, acrd any branches, divisions, or departments of Company, does not and will not knowingly employ an undocumented worker, as thal term is defined by Section 2264 001{d} of the Texas Government Code. In the event that Company, or ani,branch, division, or department of Company, is convicted of a violation under 8 USX- Section 1324a(o (relating to federal criminal penalties and injunctions for a patterer or pracfice of eniploying unauthorized aliens), subject to any appellate rights that may lawfully be available to and exerciser)by Company, Company shall repay, within one hundred tcvemya (120) calendar dot=s following receipt of written Page I 1 Tax Abatement Agreement between City of Fort worth and Winner,1,1,c demand from the City, the aggregate amount of the value of the Abatement received by Company hereunder, rf anv, plus Simple Interest at a rate of jour percent(4%)per annrrm. For the purposes of this Section 7.6, "Simple Interest" is defa.ned as a rate of interest applied only to an original value, in this case the aggregate amount of Program Grants paid pursuant to this Agreement, This rate of interest can be applied each year, but will only apply to the amount of the Abatement received hereunder and is not applied to interest calculated_ For example, if the value of the Abatement received by Company hereunder is$10,000 and it is required to be paid back with four percent (4%) interest five years later, the total amount would be $10,000 + [5 x ($10,000 x 0.04)), which is $12,000. This Section 7.6 does not apply to violations of any subsidiary or other Affiliate of Company, any franchisees of Company, or any person or entity with whom Company contracts. Notwithstanding anything to the contrary herein, this Section 7.6 shall survive the expiration or termination of this Agreement. 7.7. Failure to Meet Emplovmeat Goal. If Company fails to meet the Employment Goal, such event will not constitute a default hereunder and will not cause the amount of the Abatement to which Company is entitled hereunder to be reduced. 7.8. General Breach. Unless and to the extent stated elsewhere in this Agreement, a party will be in default under this Agreement if that party breaches any term or condition of this Agreement and such breach remains uncured after thirty (30) calendar days following receipt of written notice from the other party referencing this Agreement(or, if the party in breach 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 non-breaching party, will have the right to terminate this Agreement immediately by providing written notice to the other party as well as all other available rights and remedies under the law. 7.9. City's Sale Remedy in the Event of Breach. Except as otherwise provided in this Agreement, the City's sole remedy in the event of Company's uncured breach of any condition or obligation under this Agreement will be the City's right to terminate this Agreement in accordance with its provisions. In addition, except as required by Section 7.6 and Section 7.11 of this Agreement, Company will not be required to repay any Abatement or property tax revenue lost as a result of this Alrcement. Page 12 Tox Abatement Agreemcnt between Cit} of Port Worth and Winner,UX 7.10. Termination of EDPA. In the event that the EDPA is lawfully terminated in accordance with its terms acid conditions prior to expiration of this Agreement, this Agreement will automatically terminate on the same date as the efi'ective date of termination under the EDPA. 7.111. Damages for Failure to Obtain Certificate of Completion. Company acknowledges and agrees that termination of this Agreement due to a default by Company will (i) harm the City's economic development and redevelopment efforts on the Land and in the vicinity of the Land; (ii) require unplanned and expensive additional administrative oversight and involvement by the City; and (iii) be detrimental to the City's general economic development programs, both in the eyes of the general public and by other business entities and corporate relocation professionals, and Company agrees that the exact amounts of actual damages sustained by the City therefrom will be difficult or impossible to ascertain. Therefore, upon termination of this Agreement for a failure to obtain the Certificate of Completion,as authorized by Section 312.205(x)(4)of the Code, Company must pay the City all taxes that were abated in accordance with this Agreement and which otherwise would have been paid to the City in the absence of this Agreement_ The City and Company agree that this amount is a reasonable approximation of actual damages that the City will incur as a result of an uncured failure by Company to obtain a the Certificate of Completion and that this Section 7.11 is intended to provide the City with compensation for actual damages and is not a penalty. This amount may be recovered by the City through adjustments made to Company's ad valorem property tax appraisal by the appraisal district that has jurisdiction over the Land and over any taxable tangible personal property located thereon. Otherwise, this amount shall be due, owing and paid to the City within sixty (60) days following the effective date of termination of this Agreement by the City. In the event that all or any portion of this amount is not paid to the City within sixty (60) days following the effective date of termination of this Agreement, Company shall also be liable for all penalties and interest on any outstanding amount at the statutory rate for delinquent taxes, as determined by the Code at the time of the payment of such penalties and interest (currently, Section 33.01 of the Code). 8. INDEPENDENT CONTRACTOR. It is expressly understood and meed 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 Land and any improvements thereon and shall be solely responsible for the acts and omissions of its officers, agents, servants, employees, contractors, subcontractors, licensees and invitees. Company acknowledges that the doctrine of respondeat superior will not apply as between the City Pugs 13 Tax AWemcnt Agreement beiween City nrFon Worth and Winnrr.[.LC and Company, its officers, agents, servitnts, 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 AND RELEASE. COMPANY, AT NO COST TO THE CITY, AGREES TO DEFEND, INDEMNIFY AND HOLD THE CITY, ITS OFFICERS, AGENTS SERVANTS AND EMPLOYEES, HARMLESS AGAINST ANY AND ALL CLAIMS, LAWSUITS,ACTIONS, COSTS AND EXPENSES OF ANY KIND, INCLUDING, B LIT NOT LIMITED TO, THOSE FOR PROPERTY DAMAGE OR LOSS )7CLUDING ALLEGED DAMAGE OR LOSS TO COMPANY'S BUSINESS AND ANY RESULTING LOST PROFITS) ANDIOR PERSONAL INJUR Y, INCL UDING DEA TH, THAT AIA Y RELATE TO, ARISE O IIT OF OR BE OCCASIONED BY (i) COMPANY'S ,BREACH OF ANY OF THE TERMS OR PROVISIONS OF THIS AGREEMENT OR (ii) ANY NEGLIGENT ACT OR OMISSION OR INTENTIONAL MISCONDUCT OF COMPANY, ITS OFFICERS, AGENTS, ASSOCIATES, EMPLOYEES, CONTRACTORS (OTHER THAN THE CITY) OR SUBCONTRACTORS, RELATED TO THE LAND, LVLPROVEMENTS ON THE LAND, INCLUDING THE PROJECT IMPROVEMENTS, AND ANY OPERATIONS AAD ACTI VITIES THEREON, OR 0rUERWISE TO THE PERFORMANCE OF THIS AGREEMENT. THE CITY HEREBY RELEASES AND AGREES TO HOLD HARMLESS COMPANY, ITS OFFICERS, AGENTS, AFFILIATES AND EMPLOYEES, FROM A"AGAINST ANT AND ALL CLAIMS,LAWSUITS, ACTIONS, COSTS AND EXPENSES OF ANY ,KIND, INCLUDING, BUT NOT LIMITED TO. THOSE FOR PROPERTY DAMAGE OR LOSS ANDIOR PERSONAL INJURY, INCLUDING DEATH, THAT MAY RELATE TO, ARISE OUT OF OR .BE OCCASIONED BY (i) THE CITY'S BREACH OF ANY OF THE TERMS OR PROVISIONS OF THIS AGREEMENT OR (h) ANY NEGLIGENT ACT OR OMISSION OR INTENTIONAL MISCONDUCT OF THE CITY, ITS OFFICERS, SERVANTS, AGENTS, ASSOCIATES, EMPLOYEES CONTRACTORS (OTHER THAN COMPANY') OR SUBCONTRACTORS, RELATED TO THE LAND, IMPROVEMENTS ON THE LAND, INCLUDING THE PROJECT" IMPROVEMENTS, AND ANY OPERATIONS AND ACTIVITIES THEREON, OR OTHERWISE TO THE PERFORMANCE OF THIS AGREEMENT. Page 14 Tax Abatement Agrecrnmt bcnvccn City of Pon Worth and Winncr,LLC 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 mail, postage prepaid, or by hand delivery: City: Company: City of Fort Worth Winner LLC Attn: City Manager Attn: Legal Department 1000 Throcl morton 1 Hacker Way Fort Worth,TQC 76102 Menlo Park, CA 94025 with copies to: the City Attorney and Economic Development Department Director at the same address 11. ASSIGNMENT AND SUCCESSORS. 11.1. Affiliates. Company may at any time assign, transfer or Otherwise convey any of its rights or obligations under this Agreement to an Affiliate that is in good standing to do business in the State of Texas, as determined by the Texas Secretary of State, without the consent of the City Council so long as Company, the Affiliate and the City first execute an agreement under which the Affiliate (and, if applicable, the owner of the Land) agrees to assume and be bound by all covenants and obligations of Company under this Agreement. Notwithstanding the foregoing, if the Affiliate is not the owner of the Land, the Agreement must also be assigned to the owner of the Land in accordance with Section 11.4. 11.2. Collateral Assi nnient. Company may assign its rights and obligations under this Agreement to a financial institution or other lender for purposes of granting a security interest in the Land and/or improvements thereon without the consent of the City Council, provided that Company and the financial institution or either lender first execute a written agreement with the City in substantially the same form as that attached hereto as Exhibit "F", together with such other terms and conditions as may be agreed by the City, Company and the financial institution or other lender with Pane 15 Tax Abatement Agreement between City of Fort Worth and Winner,LLC respect to such security interest (a "C()nsetit to Collateral Assignment Agreement"), 11.3. Sale/Leaseback So long as Company or an Affiliate to which this Agreement has been assigned tinder Section 11.1 remains the ground lessee, or its substantial equivalent, Company may, with consent of the City Council in accordance with Section. 11.4, which shat! not be unreasonably withheld, transfer fee simple title to the Land to a third party and continue to exercise its rights and obligations under this Agreement, including but not limited to the Abatement, so long as the tbird party owner and Company or its Affiliate first execute a written agreement with the City under which both the third party owner of the Land and Company or its Affiliate, jointly or severally as may be appropriate [order the circumstances, agree to be bound by all covenants and obligations of Company under this Agreement. 11.4. Other Assignment. Except as otherwise provided by Sections 1.1.1 and 11.2, 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 consent of the City Council, which consent shall not be unreasonably withheld, conditioned on (i) the prior approval of the assignee or successor and a finding by the City Council that the proposed assignee or successor is financially capable of meeting the terms and conditions of this Agreement and {ii} prior execution by the proposed assignee or successor of a written agreeenient with the City tinder which the proposed assignee or successor agrees to assume and be bound by all covenants and obligations of Company under this Agreement. Any attempted assignment without the City Council's prior consent shall constitute growids for termination of this Agreement following ten (10) calendar days of receipt of written notice from the City to Company and failure to cure. Any lawful assignee or successor in interest of Company of all rights under this Agreement shall be deemed "Company" for all purposes under this Agreement. 12. ESTOPPEL CERTIFICATE. Upon written request by Company to the City, as reasonably necessary to Company, the City will provide Company with a t ertif tate stating, as of the date of the certificate, (i) whether this Agreement is in full force and effect and, if Company is in breach of this Agreement, the nature of the breach; (ii) a statement as to whether this Agreement has been amended and, if so, the identity of each amendment; and (iii) any other factual matters reasonably requested that relate to this Agreement. Pnge 16 Tax Abatement Agreement between City of Fon Worth end Winner.LLC 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 sloes acct waive or surrender any of its governmental, powers or immunities. 15. ADDITIONAL PROVISIONS. 1.5.1. Future Land uses and 2,nnine. The City acknowledges that Company's proposed land use is consistent with the current industrial zoning classification of the Land. Moreover,the current Comprehensive Plan provides that uses consistent with this zoning classification are the most appropriate for the Land. In the event that the City receives any request for a residential zoning classification within 250 feet of the J.and, the City will use reasonable efforts to provide Company with written notice of such request. 15.2. Expedited Permitting. During the Term,, if requested by Company in writing, the City shall expedite the review and any response to 'the permits, approvals, maps, plans, inspections, applications and other administrative requests in connection with the Land and Project Improvements. The City shall use its best efforts to appoint an appropriate staff member with knowledge and experience in the relevant subiect area for such permit or approval to organi7.e and expedite such review. 16, 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. Pagc 17 Tax Abatement Agreement bem ma City of Fort worth and Wfiner.LLC 17, VENUE AND JURISDICTION. 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 Ile 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 shall be.construed in accordance with the laws of the State of Texas. 18, SEVERABEMV; CONFLICTING LAW. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or unpaired. If any law is enacted after the Effective Date that prohibits either party from materially performing its duties and obligations under this Agreement, the parties agree to meet and confer in good faith for a period of no less than thirty (30) and no more than ninety (90) days to seek to effectuate an amendment to this Agreement that preserves, to the extent reasonably possible, the original intentions of the parties under this Agreement, with the understanding that this Agreement cannot be amended without the approval of the City Council, as specified in Section 25. 19. CONFIDENTIAL INFORMATION. The City acknowledges that some information it receives from Company under this Agreement may be considered confidential. Company understands and agrees that the City is subject to the Texas Plublic Information Act, Chapter 552, Texas Government Code. The Parties agree to comply with the terms and conditions of that certain Single Party Non—Disclosure Agreement between the City and Company that is on file in the City Secretary's Office as City Secretary Contract No. 46664 to the extent that it relates to the rights,obligations,documents and/or information related to this Agreement. 20. MUTUAL ASSISTANCE, DISPUTE RESOLUTION. The City and Company will do all things reasonably necessary or appropriate to carry out the objectives, terms and provisions of this Agreement and to aid and assist each other in carrying out such objectives, terms and provisions, including without limitation, the City facilitating approval of City permits, documents, and other instruments as may be misonably necessary in carrying out such objectives. In case of any disputes arising under this Agreement, the City and Company agree to attempt to resolve such disputes through good faith negotiations between authorized representatives of both parties, If necessary, both parties agree to submit a dispute to a non-binding Mediation. If a dispute cannot be resolved through non-binding mediation, either party may pursue any available legal remedies in any court of competent ,jurisdiction that satisfies the requirements of Section 17, or, if both parties mutually agree, the dispute Page 18 Tax Abatement Agreement between City of Fort[Forth end Winncr,LLC may be subnutted to binding arbitration in accordance with procedures to which hotlh parties agree. 21. NO THfRD PARTY MGM& The provisions and conditions of this Agreement etre 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. 22. I ORCI+J MAJEEURE. It is expressly understood and agreed by the parties to this Agreement that if the performance of any obligations hereunder is delayed by reason of war, civil commotion, acts of God, strike, inclement weather, shortages or unavailability of labor or materials, unreasonable delays by the City (based on the then-current workload of the City department(s) responsible for undertaking the activity in question) in issuing any permits, consents, or certificates of occupancy or conducting any inspections of or with respect to the Land and.Project Improvements, or other circumstances which are reasonably beyond the control of the party obligated or permitted under the terms of this Agreement to do or perform the same,regardless of whether any such circumstance is similar to any of those enumerated or not, the parry so obligated or permitted shall be excused from doing or performing the same during such period of delay, so that the time period applicable to such design or construction requirement and the Completion Deadline shall be extended for a period of time equal to the period such party was delayed. Notwithstanding anything to the contrary herein, it is specifically understood and agreed that any failure to obtain adequate financing neecssary to meet the heal Prnperty I'mprovernent Commitment or the Personal Property Commitment shall not be deemed to be an event of force majeure and that this Section 22 shall not operate to extend the Completion Deadline in such an event. 23. 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. 24. CAMONS. Captions and headings used in this Agreement are for reference purposes only and small not be deemed a part of this Agreement. Page 14 "fax Abatement Agreement between City ofFori Worth and Winner,LLL: 25. 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 Elie 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 meeting held in accordance with Chapter 551 of the Texas Government Code. 26. COUNTERPARTS. This Agreement may be executed in multiple counterparts,each of which shall be considered an original, but all oFwhich shall constitute one instrument. 27. BONDHOLDER RIGHTS. The development will not be financed by tax increment bonds. This Agreement is subject to the rights of holders of outstanding bonds of the City. 28. CONFLICTS OF IMEREST. Neither the Land nor any improvements thereon are owned or leased by any member of the City Council, any member of the City Plan or'Zoning Commission or any member of the governing body of any taxing unit with jurisdiction in the Zone. EXECUTED as of the last date indicated below: [SIGNATURES IMMEDIATELY FOLLOW ON NEXT TWO(2)PAGES] Page 20 T&e Abatement Agreement between City o?Fort Worth and Winner,LLC CITY OF FORT WORTH: Of F0r Dai' ooke C City Manager 0 n� �o Date: Gam'►'' S APPROVED AS TO FORM AND LEGALITY: By: Peter Vaky ��� Deputy City Attorney r M&C: (---2 7i a 0 3 I i 5 `try 1. �- i ecrel;ary STATE OF TEXAS § COUNTY OF TARRANT § BEFORE ME, the undersigned authority} on this day personally appeared David Cooke, City Manager of the CITY OF CURT WORTH, a municipal corporation organized under the laws of the State of Texas, known to me to be the person and officer whose name is subscribed to the foregoing instrument, and acknowledged to me that the sante Was the act of the CITY OF FORT WORTH, that he was duly authorized to perform the same by appropriate resolution of the City CoLInCil of the City of Fort Worth and that he executed the same as the act of the CITY OF FORT WORTH for the purposes and consideration therein expressed and in the capacity therein stated. V GIVEN UNDER MY ILAND AND SEAL OF OFFICE this day of 2015. Gov - , �►t c�i.1 ]Votary Public in and for !� ' 1% LINDA M.HIR�INGI: t the State of Texas = t My COMMISSION EXPIRES L�� , _ 41Vv'4� _ i:,;: Fdlraary Z 2018 Notary's Printed Name ffOFFICLALCORDTARYTax Abatement Agreement between Page 21 ! TX City of Fort Worth and Winner,LLC W'�w�tn�tlr LLC By: ftle: to rte• Date: ACKNOWLEDGMENT A nowr% public or other officer completing this rertHic:ate derifiCN only°the identity of the individual who -,igned the document to N%hich this certificate is attachedand not the truthtulneti,;.,1CLtPMCV.of%alidity°of that document. STATE OF CALIFORNIA § COVNTY OF IV'l i Ikt § On � I�I he f irc me, _(nttmeltitlel. personallk appeared . %%hu prix ed to me orz the basis ul sett stactory evidcrtce to tic the person(g) whose nam+ ► is!an subscribed to the ►within instrument and acknowledged to me that Wsheltly executed the same in.rislherltheir:authori7xd capacityfJ m). and that be hislherltheir si&maturL-f51 on the instrument the personp). or the entity upon hehalt` of which the per..n(o) ;acted. executed this instrument.. I ce:rtifv under PENA1,TY OF PERJURY undCT the la«s of the. State of Caffomias that the foregoing paragraph is true and correct. 'ATI NIi SS my hand and talTicial seal. Signisitirc '- -(_- -- (Scal) OFFICIAL RECORD CITY SECRETARY LEAH MCGETTIGAK F.WORTH,TXCommission, 2097T87 s motsry Public-California i page-22 * Sin Mateo county F"Ah+'lo nt. gmcnrcnt lVL%WCf1 Comm. Expires Jan 23,2019 city+prron wmh am%%jnncr i 1 c' ExInBTTS ``A"--Description and Map Depicting the Land "B"—Company's Tax Abatement Application "C"—Form of Project Completion Report "D"-- Corin of Personal Property Report «E"— Form of Employment Report "F"—Foram of Consent to Collateral Assignment Tu Abuernent Agrcamcnl betwoen GSty of Fort Worth wd Winnt-,LLC EXHIBIT"A►' DE+S,CREPT ON AND MAP DEPICvffNG THE LAND DESCRIPTION OF It 0.71 ACRES BEING a tract of land situated in the F_Cuella Survey, Abstract Number 257,Tarrant County, 'texas and being a portion of two tracts of land describe by deed to All., Investment, 1..P., recorded in Volume 13588, Page 195 (Tracts 12 and 13),County Records,Tarrant County, Texas, being more particularly described by metes and bounds as lbIIows; BEG ENNING at the northeast corner of Lot 10, Block 3,A]Iiancc Gateway North, an addition to [lie City of Fort Worth recorded in Instrument Number 13208290670, in the south line.of Lot 4R. Block 3 Alliance Gateway North,and addition to the City of Fort Worth recorded in Instrument Number ❑209069793, both of said Count) Records; THENCE S 89°55'01"E, 368.25 feet; THE NCE S 00004'42"W, 540.00 feet; THENCE S 89055'36"E.602.74 feet; THENCE N 71°51'0[1"F.,445.20 feet; THENCE N 62028'253'E,296.66 feet; `f HENCE N 90000'00"G, 1055.55 feet to the beginning of a curve to the right; THENCE with said curve to the right,an are distance of 68.39 feet, through a central angle of 41°14'4T', having a radius of 95.00 feet, the long chord which bears S 69'22'37"E,66.92 feet to the beginning of a curve to the lell: THENCE with said curve to the left, an arc distance of 94.33 feet,through a central angle of 38°I 9'47", having a radius of 141.00 feet,the long chord which bears S 67°55'07"F,92.58 feet: TIM N Cif,S 87°05'00"E, 103.97 feet to the beginning of a curve to the right; THEN CIG With said curve to the right, an arc distanceof200.88 legit, through a central angle of 05°55'58", having a radius of 1940.00 feet,the long chord which bears S 08°09'47"G,200.79 feet; THENCE S 05015'42"C,,237.77 feet; THENCE S 33052'08"W,95.68 feet to the beginning ofa curve to the left; T113ENCE with said curve to the le 11, an are distance of 143.68 feet,through a central angle of 02°29'57", having a radius of 3294.04 feet, the long chord which bears S 61"40'59"W, 143.67 feet to the beginning of a curve to the left; I'dolon Job NoW I N 15001 r'ivekins No_ Ernst FIV Apri121.2015 G;UO[31WIN15t101_isf�NS`fl.StIRl1.1;[inI.IWINi5OOI i 7L4.r]OCJ{ Page 1 o1*4 THENCE with said curve to the le[L an arc distance of955.90 feet, through a central angle of 04'46'16", having a radius of 11479.16 feet, the long chord which hears S 58°08'595,W,955.62 feet; THENCE S 55045'1 5"W, 459.78 feet to the beginning ora curve to the right; THENCE with said curve to the right, an arc distance of 123 7.9 7 feet, through a central ang.e of 09°18'33",having a radius of 761 t}.44 feet,the tong chord which bears S 60°24'08"W, 1236.61 feet, THENCE S 65°04'38"W, 195.64 feet to[he beginning of a curve to the left; THENCE with said curve to the lell, ail are distance of392.71 feet, through a central angle of 05°51'36", having a radius of 3839.72 feet,the long chord which bears S 62°07'36"W. 392.54 feet; THENCE, S 5901 1'47"W, 152.11 feet; THENCE S 8901 1'4T'W, 80.00 feet; THENCE N 36010'14"W, 86.37 feet; THENCE N 00004'1 7-W,20.00 feet to the beginning of a curve to the left; THENCE with said curve to alae lctl,an arc distance of 167.72 feet,through a central angle of 12°38'40", having a radius of760.00 feet,the tont;chord which bears N 06°10'12"W, 167.38 feet to the beginning of a curve to the right, TIM NCE with said curve to the right, an urc distance uf'162.11 feet, through a Central angle of 12°33'05", having a radius of 740.00 feet,the long chord which bears N 06'1 2'59"W, 161.78 feet; THENCE N 00°03'31"E, 1482.96 feet to the beginning of a curve to the right; THENCE with said curve to the right, an arc distance of'89.82 feet, through a central angle of l 1°58'07", having a radius of 430.00 feet.the long,chord which bears N 06°02'35"E, 89.66 feet to the beginning of curve to the lett; THENCE with said curve to the levy an arc distance of 102.36 feet,through a central angle of l 1°58'07", having a radius of 490.00 feet, [he long chord which bears N 06°02'35"G, 102.17 feet; THENCE N 00°01'34"B,425.60 feet; THENCE S 89°56'45"L, 232.00 feet; Peloron Job No. WIN15()01 Tracking No.Firma I'T%V ApHl 21,2015 UVOMWIN15001_C;RISSIASLIRi LEGA IAWINI5L101_(ix4.1)OCX Paget❑C4 THENCE N 00°01'1 8"E, 115.00 feet to the Paint of Beginning and containing 4,822,528 square feet or 110.71 acres of land more or less. "Integral parts of this document" 1. Description—3 Pages 2. Exhibit "PrcIiminary,this document shall not he recorded for any purpose and shall not be used or viewed or relied upon as a final stjrvey document"22 TAC 663.1 R: Tadd A. bridges, RPLS 4940 Date: 04.21.2015 !'clulnn Jah No.W IN15001 7'rncking No. (rnst 1"rW April 21,2015 G.LlC}lilWi�i[500! 3�lrlti'ElSIJ[tll.TCilli.IW[[JISOt�[_UM.t70C:}f ['ngc 3 01'4 r-ti 51MMIT 1 49 VIO V M3:]'Vd Sl0'z'lz,V:RlVQ W*Eil ,i9❑3NO3HO 9RP9IR'M 413 hlMVHO W39MAA 9 BOf 7ga-07-uo°.<v.��meylaLarr wu�.0°►n 9 No i Ln I o 9 aNY ) I�r N 0 1 0 1 3 d 4 419 0 T u z ` -Q c x "$Ida LA b^ eiie °� r aTj� V)LL a 0 _ E co f.-j I— F- a u yfp N L ww %f rf� y t�"v8 " ■ ex 5 � ` a�sffieq W� o 4rK j1 �gnx]!i r L1 I , 1 01% � Q Y Ll M 4; �� 1gy yg li J W w K •� 'Sf �. 05IR 1 Ist a rl r` 1 k c�+t •p i t g�ado s�j nv f f o�G d v e n � >, cL I U. d iw`r at aw 3 , p de �� ` •14 Zk,kQiQDS `�+ ��6n r F w = Y y�100 On . � o. b w,�yp OrK v K P �+r W 1 dtifV^ 'q FCp R t7 s 2 rGti iii i1i . fN O �P'y - .�'� �-- 3•Yf.10.00N—` --------�7v_xti'o_ete�ta_g1o;Iw1I�-F�-a+s>,sa_1-----'- - - __ I' � o m E i O[yw O ^�} O � _ Fr vM e�.0 ■ •fV F x LY G+i w• � ❑JK-y iraeu o N I `fin a rW m EXHIBIT"B" COMPANY'S TAX ABATEMENT APPLICATION FORTWORT Economic Development Incentive Application Grousing and Economic Development Business Development Division 1156 South Freeway Fort Worth, Texas 76154 (617) 212-2663 Incentive A lication 4=GQMPANY i'NF4RMA71QlV Date: Apr 15, 2015 Company Name.Winner LL.0 DBA Ernst LLC Company Address:. clo Winstead PC-600 Winstead Building, 2728 N. Harwood Street City: Dallas State: TX Zip: 76281 Contact Person: Tommy Mann TitlelPositlon: Attorney/Shareholder-Winstead PC Telephone Number: 214.745.5724 Mobile Telephone Number. Fax Number. 214.745.5390 E-Mail Address: tmanra@*nsteed.com Company Ownership(check one): F Public Traded Stock l✓ Privately Held Form of Business(choose one): Corporation Lirnitcd Liability Company- not an option on incentive application Flow long has the company been in operation(Years)? 1 Describe the company's principal business(attach additional sheets as necessary): Winner LLC is a special purpose entity whose sole and principal business will be the operation and maintenance of the proposed data center for its parent company. Winner LLC's parent company is a publicly traded, mulil- national Internet company headquartered outside of Texas.. a._EB_Wi_CT_INFP_9fAAT_1Q For real ostate projects, please include below the project concept, project benefits and show the project relates to existing community plans.A real estate project is one that lnvolv@s the construction or renovation of real,property that will bo either for tease or for sale. Any incentives given by the City should be considered only"gap"financing and should not be considered a substitute for debt and egr(rty. however, Etre City is under no obligation to provide gap 'prancing just because a gap exists, In order for a property ownerldevoloper to bo oligiblo to receive Incentives andlor tax abatement for a project, the property ownarldeveloper A. Must complete and submit this application and tho appllcalfon fee to the City-, B. Ownerldeveloper or ownerldeveloper's ,principals must not be delinquent in paying property taxes for any property awned in Fart Worth; C. Ownerldeveloper or ownerldeveloper's principals must not have ever been subject to the City of Fart Worth"s Building Standards Cv+rmtsslon`s Review; D. Ownerldeveloprrr or ownerldeveloper's principals roust not have any City of Fort Worth lions files against any other property owned by the applicant properly ownerldeveloper. "Liens" including, but not limited to, weed liens, demolition liens,board-uplopen structure liens and paving liens. For business expansions projects, please include below services provided or products manufactured, major customers and locations, etc. For business expansion project involving the purr;hase ondlor construction of real estate, please answer all that apply. Type of Project(choose one):Commerolalbridustrlal Describe the company's plans for expanding or locating in Fort Worth(attach additional sheets as necessary)' The proposed project would involve the purchase of approximately 150 acres of vacant land and the construction of a new data center. The data center would be specifrcalty designed to house networked computers and data and transaction processing equipment and related infrastructure support equipment, including, without limitation, power and cooling equipment used primarily to provide data center services to Winner LLC's parent and parents affilites. Ap}�atca»l teas aSrcady obtained permits for Mt hnrizaur:LtlirnfrnsLsveturcil«•artclpr dtvctopmetit and i,c prepared to sub ruit Euil _J�t' in 4grn,.ir�irawin�,s fn u rnuudbrelIiinfS as carte�s June Iran ncce table incentive a�ccrneatit can be reached. Page 2 of 5 Describe the specific operations to be performed at the proposed Fort Worth facility(attach additional sheets as necessary): Winner LLC would provide data hosting services to its parent company. Parent would have remote access to the content hosted in the Texas data center. Area(Square Feet)Requirements: (a)Office (b)Manufacturing (c)Warehouse (d)Showroom/Retaii (e)Other 250,000' 'Vie proposed projut ivnrdd dnvalre thecarrstrr+ction 6fal least gore da in canter building and as nrriny TotalArea(a+b+c+d+e): 250,000 SF os threeorrt7rep,r�pnspd.rlre The provided hraldingarea fssudrjcatochange, Is the company expand]ng its existing local operations or relocating Its operations from somewhere else to our area? F Expansion f Relocation If relocation, where is the company currently located? New data center location Does the company p",an to lease or awn the facility in Fort Worth? F Lease 7 Own If the company is planning to lease space In Fort Worth,what is the lease term? NIA Will the facility be built or does the facility already exist? Fe- New F Existing If the company is occupying an existing facility,what is the address? WA If the company is constructing a new facility, what is the approximate location or address of the site? NE Corner of Alliance Gateway Freeway and Park Vista Blvd,f=ort worth. If the company Is constructing a new facility,what is the anticipated date for commencement of construction?03'2015 Anticipated date for company to move Into the facility_ Q3'2016 Development requests at will be sought for the arniect s�l_ec t sp aarajy 17 Replat *Technically not a rezone,just ars amendment to the zoning ordinance. 1✓ 'Rezoning Current Zoning: Requested Zoning: F Variances If yes, please describe: F Downtown Design Review Board 7 Landmark Commission Rea4s4 te_U_,Zve a mere 1- Current Assessed Valuation of: Land$ $15,784 Improvements$ $0 Total Size of Project.250000' SF 7ioeproposedpfajcct would involve dire canstrrrction of a kass oncrdura ccn+cr bidding anef as ninny Total Capital Investment:$ 125,000,000 ti tlYleF❑rr td]e ljSOp7oFed SdIC Yale pro vddcd bpi ilding area is Sig hj�cl tP Orange. Hard Construction Costs: $52,500,000 2- For rnixed-use projects, please list square footage for each use: ragc3of5 B r sinus Ps an-1 WWty andImLe�tW 1. Business Personal Property Total investment on equipment, machinery,furnishing,etc.:S 125,000,000 Lease Cr Purchase 'Estimated taxable value of equipment, machinery,furnishing,etc.:$93,750,000 `Tars is the value thatwill be an the lax rolls which Includes all tangible property. 2. invenmry and Supplies Value of Inventory:$0 Value of Supplies: $0 Percent of Inventory eligible for Freeport Exemption(inventory.exported from Texas within 175 days) 0 ZLEMELQYM RT_AN- JDJ3 CREAM-QN FmIILf]oya en 1. How many persons are cuMntly employed? 0 2.What percent of current employees above are Fort Worth resldents?0 , 3.What percent of current employees above are Central City residents? 0 % 4. Please complete the following table for new Jobs to be created from direct hire by appileant.. FlrstYear By Fifth Year By Tenth Year Tatal}abs to be treated 5 40 40 Less Transfers' 0 0 0 Net Jabs 5 40 40 %of Net Jour to be filled by Fort Worth Residents 96 of Net Jobs to be filled by 'Central City residents If any employees roll be transferring,please describe from where they will be transferring. NIA Please attach a description of Me jobs to be created, tasks to be performed for each and wage rate for each classification. 5.Does the company provide the following benefits: r Retirement r Heath r Dental r Domestic Partner 6.Average wage paid to employees to be located at Fort Worth Facility. $69,000 4L.JN G ENTIVES!?IE[_Qt!€5I Incentive(s)Requested: r Tax Abatement r Chapter 380 Economic Development Program Grant Do you intend to pursue abatement of County taxes? W Yes F- No What level of abatement will you request: Years? 10 Percentage?100 % iZ. 0CL4 Q0—MI_MEETS. O?unU 0-0 0xt;Cu c t±itrl What percent of the construcUon casts described under Real Estate Development will be committed to: Fort Worth businesses?TBD % Fart Worth Certified Minority and Women Business Enterprtses?M% Page 4 of 5 For__Aq[__$ALp.kty Spice�fe9 s Pegafding is 19rL v_g�jyt serytc&_"ices(i.e iandsraping,office or man ufacturiog supplies,janitarlai services,etc;no utilities): 1. What is the annual amount of discretionary supply and service expenses? $ 1,000,000 2_What percentage will be committed to Fort Worth businesses7TBD ©/a 3. What percentage will be committed to Fart Worth Certified Minority and Women Business Enterprises? "I BD "lo Provide company contact information for the purchasing representative if known. TBD DISCLOSURES Is any person or firm receiving any form of compensation,commission or other monetary bent based on the level of incentive obtained by the applicant from the City of Fort Worth?if yes, please explain andlor attach details. No These documents must be submitted with the application, otherwise the application will be deemed Incomplete and will not be reviewed: a.)Attach a site plan of the project. b.) Explain why Incentives are necessary for the success of this project. Include a business proforma or other documentation to substantiate your request_ c.) Describe any environmental impacts associated with this project. d.) Describe the infrastructure Improvements(water, sewer, streets, etc.)that will be constructed as part of this project. e.) Describe any direct benefits to the City of Fort Worth as a result of this project. f.)Attach a legal description or surveyor's certified metes and bounds description. g.)Attach a copy of the most recent property tax statement from the appropriate appraisal district for all parcels involved in the project. h.)Attach a description of the jobs to be created(technician, engineer, manager,etc.),tasks to be performed for each, and wage rate for each class'fcatlon. }Attach a brief description of the employee benefit package(S)offered (i,e. neaith insurance, retireMent, public transportation assistance, day care provisions, etc.)including portion paid by employee and employer respectiveiy. j.)Attach a plan for the utilization of Fort Worth Certified MiWBE companies. k.)Attach a listing of the applicant's Board of Director's, if applicable. 1-)Attach a copy of Incorporation Papers noting all principals, partners, and agents and ail Fort Worth properties owned by each. The company is responsible for paying $5,000 as an application fee. If the application is withdrawn before the pro'ect is presented to City Council in Executive Session, the fee is refunded. Upon presentation to City Council in Open Session, $2,000 is non-refundable and is applied to offset casts incurred by the }lousing and Economic {development Department. Upon approval by City Council, the balance of$3,000 can be credited towards required building permits, Inspections fees, replatting fees, and other costs of doing business with the City related to the development. Any unused credit balance upon completion of the project will be refunded upon request from the company. On behalf of the applicant, t certify the information contained in this apphcatio-i, including all attachments to be true and correct. I further certify that, on behalf of the applicant, I have read the current Incentive Policy and all other pertinent City of Fort Worth polic-Ies and I agree with the guldel.nes and criteria state therein. Printed Name: A-,J J Title: � � k)i jM.� Signature: � _ Qate: 4a07'�__ J Page 5 of 5 Appendix A_Site Pia_n of a Pro ect •` ••," nvxmL'A ona.=&Kvlrxvl ImxaM Amor as Aat7 3-is 9 � �lr il'• t 1�1} � r � � � �f] , � kI�f f t l �� ' f� �• �k �+1`�' [� � �i�t` t Iffy '� � � r t� 1 �: ;S��'[ f ! f� �• { � I,l ! I ����}� t`����i r�►f � ri fi 13i3 r�i�� ���# 1� ���� f. iii r��'•�i�i �[� � f i i � � ���f f NO i� r I ,e L '[ • .-1 I 7 r� .�}r j #�t f � 14, •, ��� s1t, ���-���., � a;i� •� � if 1, �y L[s� �;ill ••�{� [+'n -3 Upt k=� , ,k ��.. _ - __a Y• N i lei l]� 'fly. >•.COni A,M ; 1 ;� �� � •'� �__ } � � 111 S It 11 a All 1 yi,r 111 +ES° Y � :� l;�• .li�[� �+vis Cg `� ��"��; y p gg r 1 _ U;R, a ;33 0. j$ o +aYi r? 3 a?i�3X f<11f{ r rl o � �f J 3y L G ar �\ t Y�h r CV r ' 71 � i t'qs � e1 r r, Appendix B=Why incen Ives are necesUry Farr the smcces5af_tbL ar The company is conducting a nationwide data center site selection effort. Our effort includes alternative locations in multiple jurisdictions outside of Texas. In completing our evaluation, many factors are considered, but we have an obligation to lower project related costs (both capital and operational). State and local taxes comprise a large piece of our ongoing operational expenses; therefore we need to be prudent in leveraging tax incentive programs when available, Competing states have the ability to offset state and local tax liability for twenty or more years. Below are examples of states that have been successful in attracting large data center projects primarily based on their state and local tax incentives: Orsi? No sales and use tax in the state. Long-term Rural Enterprise Zones have the ability to abate up to 100% of new real, and 'personal property tax value for 15-years. This includes all taxing districts. 1 Iowa The state offers a data center sales and use tax incentives that runs for the life of the data center(no sunset date)? No business personal property tax in the state. The High Quality jobs Program grants local municipalities the ability to abate tip to 100% of new real property tax value for up to 20-years. This includes all taxing dist:ricts.3 North Carolina • The state offers a data center sales and use tax incentive that runs for the life of the data center(no sunset date).¢ • ]local governments have the ability to refund real and personal property taxes via annual incentive grants for up to 100% of the value added to the Property. There are no statutory limitations on the term of these annual incentive grants.5 Based on the above, incentives are an important-determining factor in locating this data center project in Bort Worth,TX. I ORS 2850.400-2850.420,OAR 1.23-690-5200 ' Iowa Code§423.3(95)a 3 Iowa Cone§15.329 4 N,C. Gen.Stat.§105-154.13 (55), N.C.Gen.Stat.§105-164-.3 5 N.C. Gen. Stat.§158-7,1 ApP—kdj&1 -Description_af envirnrnm!!ntaL impacts associated ith the P_rog ct Environmental impacts are anticipated to be extremely minor,taut may include the following; Minor traffic increases around the site will have a small impact on air quality from the minimal traffic increase. Onsite generators will have a small impact on air quality. This impactwill be extremely minimal given that they will only run in the rare case of utility loss and short maintenance periods. The data center will be run witli 100%clean and renewable energy,which will offset 120 MW of additional brown power production. This will have an extremely positive environmentai irmpacL Lastly,the proposed data center will meet or exceed all requirements for erosion control, storms water management and landsc7ping. AAppe adix U–infrastructure improvements that will be_constructed as art o the-Prj— All offsite city water and sewer infrastrucWre and public roads are already in place. Minor sewer line and transmission line extensions will be completed Onsite. Atrpend3x C—Dfxeet benefits ta_the Qi of Fort Worth as a result of this vr'oject Data centers generate multiplier spending effects that benefit workers and business owners in other sections of the local and regional economy. The constxuction alone can generate hundreds of millions of dollars in economic impact beyond the amount directly spent by the company. The most significant direct economic impact of a large data center project locating in Fort Worth is generated by capital investment. Large data centers can create a significant amount of construction employment For the period of construction, which is approximately two years.Upon completion, data centers tend to create 30- SO full-time jobs,with relatively high salaries,to support their ongoing operations. CBRE has studied the potential economic impact of a new data center development on a typical Texas community.6 Far an average small data center of 150,000 gross square feet and about $390 million of total capital investment, the total economic impact is estimated at nearly $SOD million over 10 years. An average large data center of 460,000 gross square feet and $1.3 billion of total capital investment would have a total economic impact of about$1.7 trillion over the same period.The table below provides their-detailed conclusions; Figure 1: CBRC Esti nates of the Impact of Data Centers Direct Impacl Total Impact' a. Constrrxltan Torn 794 1,430 piled Jabs 16 46 Total Parroll 553,800.DGO 595,592.000 Polsolol Wall Sales $74;427,200 589,364,000 Fmnoinir AaMly 3374,164,000 1499.032,000 coastrudlon Jobs 2,941 5,366 D1 red Jabs 61, 184 Total Payroll $203,100,000 $361,476,000 Pale0ol Retail Solas 3276,80$,800 $333.356,400 EconomicAttfvlly $1,244,656,000 51,716,928,900 'Indudes enrcd 4rpads=,-fl c sr.Mbd and Wumd.Imfired 3n:'b dw suM Jl auppw ing the nperwion.Ww ed Fnr6udm lobs crearsd fro n IIx rrrafding M wmc,m al 11th dims oral indiracl anptnyaes an goods and mrriarL The construction costs associated with the proposed project are estimated to be $2513 million, which are estimated to be spent over a two-year period. Initial equipping of the Project is projected to cost an additional $250 million, corning in two tranches of $125 million in the second and Fifth year of the project (and s MIM has the world's only fully Integmted data renter real estate tear),nfrering strategy,acqu[Atlon and dispr,sitinn reprtsantation.proluctrnattagaatartt2nd fadritles managetnentfrom a singlc prnvtdcr.Scc hsrf:;jLvunY'C_ikrr.xll�rry jJftlsa W3analiSStI�3r"tl6'�'+�SC L1tLt-r+ax for moreInrormadnn. presumably at three year increments going Forward], However, at this paint, the vendors of this equipment are not located in 'Texas, and so this investment is not included in the economic impact calculations. Once the Project moues to the operations phase, annual spending will total just over $43 million in year four, (including the cost of electricity & other utilities, labor, and contract security and maintenance). The share of each is presented in Figure 2, with the underlying figures used as inputs into the impact model. Figure 2: Project Operational Spending by Major Category(2013). 49.2% UtllitiesJMisc. Labor aciiitieslSecu city J 41000 Maintenance F.rolloillic Impact Methodology input-output analysis includes three types of expenditure effects: direct, indirect, and induced. Direct effects are production changes associated with the immediate effects or anal demand changes, The purchase of contract security by a data center is an example of a direct effect. Indirect effects are production changes in backward-linked industries caused by the changing input needs of directly affected industries— typically, additional purchases to produce additional output. In order to provide security services, a contracted firm will meed to Hire workers, as well as provide thein with whatever technology and/or equipment is necessary to do their jobs. These downstream purchases affect other local merchants and workers. Induced effects are the changes in regional household spending patterns caused by changes in household income generated from the direcr and indirect effects, The wormers at the data center and security firm see increased compensation from their efforts, for example, as do the establishments that provide the necessary materials or other services to the designer and/or the producers. Induced effects capture the way in which this increased income is in turn spent in the local economy, Dnce the ripple effects have been calculated, the results can be expressed in a number of ways. Three of the most common are "Output," equivalent to sales or receipts; "Earnings," which represents the compensation to employees and proprietors; and "Employment," which refers to permanent,full-time jobs that have been created in the local economy. The interdependence between different sectors of the economy is reflected in the concept of a "multiplier." An output multiplier,for example, divides the total(direct, indirect and induced)effects by the direct effect. Figure 3: The Flow of Economic Impacts lDirecl t ltldlrec Restfti of tile Mnliefing 'Ellort A large data center project is estimated to cost approximately$250 million to build, with annual operations spending that will total just over$43 million [including the cost of electricity,labor,other utilities,and contract security and maintenance]. Per the discussion above, this data is used as inputs into local models of the regional economy;when the multiplier effects are included,the translation is a total injection of $6113.7 million in economic activity, total compensation of $199.6 million, and 4,643 total jots associated with the construction phase of the project. On the operations side, $43.1 million in annual spending translates into of$75.2 million in economic activity each year, total compensation of $15.4 million, and 250 permanent total jobs. Summary results are in Table 1; Tables 2 and 3 provide a detailed breakdown of the impact by industry For Construction and Operations. Table 1: Total Economic Impact of the Project by Phase($2013) Tatal Construction-Related $610,700.000 $199,625,000 4,643 Annual Opera Bons-Related $75,156,766 $15,371,613 250 Source: 7XP Table 2: Total Const-•€fiction Economic Impact of the Project by industry ($2013) Agriculture,M. $575,000 $100.000 5 Mining $2,550,000 $550,000 9 Utilities $5,400,000 $1,050,000 10 Construcdon $252,575,000 $95,67.5,000 1,977 Manufacturing $68,950,000 $13,875,000 270 Wholesale Trade $71,000,000 $6,725,000 94 Retail Trade $33,825,000 $11,700,000 427 Transportation fWarehousi $15,900,000 $5,425,004 121 Information $18,775,000 $4,250,000 fib Finance&Insurance $35,850,000 $10,550,000 256 Real Estate $46,950,000 $4,175,000 227 Prof/Technical Services $32,875,000 $15,575,000 241 Management ofConnpanies $7,750,000 $3,125,000 44 Admin./Waste Services $12,450,000 $5,450,000 211 Educational Services $2,825,000 51,125,000 41 Eleaithcare&Social $22,875,000 $10,825,000 248 Arts,Entertainment,etc. $2,625,000 $1,025,000 5o Accommodation $3,275,004 $1,000,000 37 Food Services,etc. $9,400,000 $3,000,000 167 Other Services $14,275,000 $4,225,000 107 Households N.A. $250,400 34 Source: TXP Table 3: Annual Operations Economic Impact of the Project by Industry ($2[313) Agriculture,etc. $23,425 $3,909 0 Mining $756,491 $153,846 2 Utilities $5,462,017 $1,071,704 10 Construction $305,879 $115,219 2 Manufacturinb $1,805,901 $328,083 7 Wholesale Trade $890,191 $264,751 4 Retail Trade $1,627,293 5563,502 2! Transportation fWarehousi $979,258 $317,267 6 Information $44,312,165 $5,747,102 45 Finance&Insurance $2,544,595 $745,028 18 Real estate $3,383,629 $287,576 16 Prof/Technical Services $7,721,474 $3,604,991 5o Management of Companies $447,673 $180,560 3 Admin./Waste services $789,315 $360,329 15 Educational Services $214.355 $86,230 3 Healthcare&Social $1,732,455 $1318,506 18 Arts,Entertainment,etc. $247,915 $79,987 4 Accommodation $286,984 $88,384 3 rood services,etc. $786,050 5251,463 14 ©therSemi Ces $879,693 $262,510 7 flouseholds SIA. $20,158 3 Source: TXP The Impact of A Clustcr Beyond nn Individual Facility Beyond the impact of an individual Facility or facilities, it is generally accepted that there are economic benefits associated with agglomeration, or clustering within an industry that render the sum greater than the parts. In particular, there are three broad benefit categories associated with clustering. First, a cluster allows for a more efficient sharing of local infrastructure and facilities, a variety of intermediate input suppliers, or a pool of workers with similar sldlls. Second,a cluster also allows for a better matching between employers and employees, buyers and suppliers, or business partners. Finally, a well-developed cluster can also facilitate learning, For instance by promoting the deveiopment and widespread adoption of new technologies and business practices. In the case of data centers, the infrastructure created (especially related LO power and telecommunications) can also become a competitive advantage to the attraction and/or development of new products, services, and industries. This is especially true given the focus on green energy, in this case wind, as the aggregate demand from a data center cluster would greatly enhance wind's scale,creating a range oFassociated consumer benefits, A�pb ndix_F -- Le ales on or-s v_eya16 cadi metEs_and_bau d- descrigtiou MING s160.OM arae tract of hind sirue(ed Ira the F CuOn Survey.Abstmet Number 287.xams beide pow of !reefs 12 and 13 of Lhasa certain Irads of hand convpyyed to Aft;NVESTMENT.L.P.(FCWZU RLY KNOWN Ad; HILLWOODrFREEWAY.tW.)ss recorded In Volume 9117,Page 1011,{facial ptjbec Records,Tarrant Coumr, Texas(t7,P R.T.G.T.),and oil of Lot 5.Black 3,ALUANCE GATEWAY NORTH At DMON,art addrxlon fa the Chy of FM Worth as nwotdcd In Cabinaf A,Bllde 12608,O.P.R.T:C.T.,and being Iludher descdW as follows! BEGINNING a!a 112"iron rod vA(h yalSow ptasilfccap stamped,AR.S.'set rar sorrier at Lica norihwast corner a said Lot b,Skit k 3,ALL&A 13ATEWWAY NORTH A00MON,sane being in(ho worth tlrro of tat 1.Slorkk 3, AUTANCE GATEWAY NORTH A000TIC N,an addhign to the CYy of Fcn Worth as recorded,ia Ca'?fnet X SAdo 759,Pier Records,Denton CouriVV.Terns(P.ft07,C.T.)and fraburnent Number o207181Z99 C.P.R.T.C,T. TFIETVCE N 89'40'55 E.along(he souih Zoe okfsald Cot),for a distance of 637M feet io a 1518'tran rod m4h yWicwoks9e cap stamped.'CARTER S BURGESS,round for corner, THENCE N 7329'07'E,conWuiu,}along said soulh god,for A dle0sncte of 244,53 rest to a 5J8'trorr rad%kith yathnw u7asUc cap stamped,"CARTER d BURGESS'found fur the northeast ox er of said Lot S.samo being 7n the wast 'Ino of andependenon Parlrway(120'wddah at Ns podnl),as racorded M Catfrlel 5,Page 17,P.R.O.C.T.and Vokima 13W.P1ge 528 0.P.Q-T.C.T.!tactor bring the bggkrnlntl c a norrtwVcnt curvo 0a the toff,having a radhf5 o1 21760.0©toot and a chord wh0ctr boars 5 25'517'54'E.for 8 70.4 1 foe f,' T1-tl YCE s-outheastody,ato+>p sold curve la the left and SW„cost True of Parkway&-jol the ne-st Fa,e of fndependance Parkw}+(12[7 wfc2h at V"potnt),as nocomW In voturrre 12571,Pogo 2.2Z Oa P LT.C.T..Cab(nef 6,Soda 1681,O3 P.Fi.7C.7 artd CabkIor.N.Page 185,P.R.O.G.T..through a cararal Rigor of 1894X4 7,far an ary oftlance of 673.40 feet to a 1 f2'Iran rod collo yeamv pfasik cap stamped.A.R.S.`set for comor, THENCE 3 35'12'47'E,con ffnuing along said west Ifne,for a distance of 156.77 feat to a 17'2"Ron rod with yaltow Plastic cap stamped,A.R.S."sat for clamor at the beglnnang of a nlrrva to the rlghf,hevdnfl a radius of 1940.44 toot and o chard whlch bears S 20.12'47'S.lar 1004,22 feet: THENCE southeasterly,along saki curve to the rfghi&id sa'd vrest line of independence Parkway,through a cantrlt ar> O a30'WVD',for an lire dlstana+of 10 15.78 feet to a 1rd"lrort rod kdtlt yellow plastk cap stamped.VLR.S.' set for comer, THENCE S 13: 12"47`E,co ntinuhtg seang said west krre,for a dlstar:ce of 236.4$feet to a 11'2"inn rod with yzAriv ptusttc cap stamped.'AFES.`s+ef for mrnar. THENCE S 33.3EN9*W.caridmAng along slid avast 1lno,roe a dloren(,a cot 9&97 flet to a Ire ima1 rod with yatlove plastic cap stamped,'AR,S."set forcomer in the north ane of Stale H�$;tvay Na_770(vertablo width ROW)as .recorded In Volume 9882,Pags 707,O.P.R.T,faT„same befog the beylnnbng of a rro"rtganl curve to the felt havfng a radtua of 3294.04 root and a chord vrhlcfl bases 9 61'46dti"W.for 143.26 feel: THENCE arwthrvest rly,long mild curve to lurk left and along the north Ma a(sald Slate Aghwvy No, 1703,through a carroal angle or 02'29".37.for nn arc drstanco of 143.27 look to a 1*'tnm rod w1h yeltow plastic cap Aer"Ped, slat far soarer at the ba0hurlrty of a urva to the krlL ftay0ig a radios of 11479.18 feet watt a axrd retiUr bears S&rQT48'W,lar 558.60 feet; THENCE everlhw r teAy along said crrvtf to tho 10 and can{tntdng along saki mwh 11rm Orrmo a central angle of 04'46'32'for an are dlslanm of 958,78 real to en aftsafaum TIKDOTmonument found for comer, THENCE S 55.44'30'W,corrllnuing along said north Nno,fora dlsta oco of 459.24 root to ark afwrtlrruen TXVCT monum soil round for comer at Ilya beginning ora wrve to F!ie rigtrL having a radius of 7619.44 reel rand a chord which boars S 6p"23'4LI"W.for 1235,12 reef: TK NCE sauthwestarty,along said curve to the rlghl rind conWkluhlrg along said rarM One,thmugh a central angle of 09'1870",W aur art d&taoco of 1237.48 feet to an aluminum Txl2OT mon meat found W earner: THF-NCE S 6VDw49`W.conHrluing along said n*M Brio,for n dWarxe or 399-28 teat W A ooneretd TxDOT monument formd kr comer at the tltVITi'ing ofa curve to the left,having a rifts of 3839.72 fest and a chord vkth bears S 62'07 W'W.for 392.54 ldot: THENCE sauthwssterly,along said curve to Itre left and wwn nuhg along said north one.through a cenar all angto of 05.51Ila",far an arc 015tance of 392,71 feel to a 112'Iron rod 1v70 i y0mv ptastlt cap stamped.AR.S.'set for comer THENCE S 69'1 VI-Y-W canfinLring aho g s&d north lino,tarn dlStance 011 fill feet lQ a cor:CrWe TxDOT mo wrrtent found for corns r., THENCE S 89'(18'15'W.nxxr&=n rig nlcng sa€d north Hne,fora dlsWncv of @0.00 feat to a con r ato TxDt3T monument loond For comer at the irlersaction orsWd narih One with the east fine of Park Weta Boulevard MY ROW),as rammed In hv4rumenf Number D208240791,QP,R.T.C.T; THENCE N 36'11 'W,along Bald east fine,for a digmce o'95.45 feat to a 11c'anon rad vAlh yellsv plastic rap Stamped,'A.R,S.'set for corner ai the begtnning of a carve to the 103,having a rrdttas 0f 760,00 feel and a Chord which boexs N 05'23'00-W,,for 188.08 feet; THENCE northwesterty.along said curve io the reft an0 cvnUnutnrg along sold east Nne,through a cantral angltr of 14`72`57',for on arcdisfance of 188,67 favt to a 712"iron rod with yellow phSVc cap stamped,'1LR.5"sEf for comer at the beginning ofa mvarse curve to the right,having a radfirs of 740.00 feet and o chord wM&bears N 05'12'58"W,for 1137.78 deet; THENCE northwesterly,aforrg sa7d curve to the right and coatlnuing along said east fano,through a cemrni angle of 12°43'041,for an arc disfance of 152.10 feef to a M"Iron roof with yellow plasdc cap sfarnped,Ah.S.'set for conger, THENCE N 00°0334"E,along said east ffne,for a distanco of 14$2.86 feef to a 112'iron rod with yellow plastic cap stamped,'AR,S.'sct for corner at the Beginning of a curve ro the n`ght,having a radius of430.40 feet and a chord which Gears N 06'42'37'E.for 89.66"feet; THENCE northeasterty,along said curvo to ilia right and sAld east fine,!trough a cantraf angle of 11 .56'07-,for an arc d1stanoD of 84.82 feet to a 112"Imo rod wddt yellow PWSUC cap slarnpsd,'ARS."act for comer-al the bergb ring of a curve to the telt,hov(ng a radius of 440.00 feet and a elori which bears Al 06'f)0'44'E,for 102.70 feet THENCE northeasterly,atonfl sold curve to tha Teff and said east Rn e,through a central angle of 12'47'53",for an an dstance of 102.59 feet to a 112'iron rod wi77r yellow plastic cap s(arived.%R,S,'ser frr coma+* THENCE N 00'0 1'37'E.con linuing along said exist fine,fora dsIance of+124.45 feet to a 7/2'iron rod voilh ye Mw plastic cap stamped,'A.R.S."set for the southwest comer of Lot 14,Block 3,ALLIANCE GATEWAY NORTH AlJOMON,an add bn to the City of Fort Worth as recorded In Cabinet B,511de 3577.C.P.R.T.C.T.: THENCE S 89166'19'E,departing said egst ffne and along Ute south Une of said Lot 717,for a dtslance ar232.00 feet to a 112'Iron rad with yetrow plasltc cap stamped,A-R.S."set for the 6outheasI comer of said Loa 117; THENCE N 0010044"E,along the east arse of acid Lot 14,for a distanco of 115,01 feet to a 1/Y iron rod eh yekow plastic cap stamped,"A.R5.I set for The norfha"cmner of sefd Lal 10,some using in the northedy south line of tot aR,Block 3,ALLIAr1lC-e GATEWAY NORTH A DDITION,an addtflon to tate City of Fart Worth,as recorded In Instrument Number 02U90697W.0-P.R.T.C.T.; THENCE 3 89'5626"E.along said rtorlheny south ffne,fora distance 01368.110 feat to a 112'tro0 rod v th yeiiovir plastic cap stamped,'A,P-5."set for the south Innereli comer of said Lot Oft; THENCE S 00'03'34'W,along ma southerly west tine of said L of 4R,for a distance of 54 0.00 foot to a tile'iron rod with yeftvpias0ccap sfarrrped,'CARTER&BURGESS'found for the rruosl southerly soutttwusf comer of said Lot 4R,- TH.ENCly S 89'56'26"E,along the south crty fine of said Lot 414,for a distance of 602,74 fee$to a 518"iron rod With yelimv plastic cap stamped,'CARTER S BURGESS"found for corner, TH NCE N 71'64'10"E.continuing along the south line of said Lot 411,far a distance of 445.20 feet to a 918"iron rod with yellow plastle cap stamped,'CAR 1'F-R&SURGE55'found for the southeast comer of said(of 4R; THENCE N 00'19'05"W.along the east ltne of said Lot 4 h',for a distance of 14 93.52 feel to the POINT OF BEGINNING and containing 6,537,665 square feet or 150,08461 acres of Land,more or less. Ap�endi -- Most retie, rpt proerty tar statement from the a anr plate appraisal district for allparcels inyolyedin the pxect Tan-ant Appraisal District Real Estate Account Number, 41045165 Gea re Terence: O, ,Spj, Property Location 14149 INOEPENOENC'E PKWY,FORT WORTH,76177 Q Owner Intormetlon: AIL INVESTMENTS 4P 13600 HERITAGE PKWY SM 200 FORT WORTH TX 76177-5340 Legal Description: CUELLA,FRANCISCO SURVEY Let. AhstracC 767 Tract 1401 Taxing jurisdictions; 025 CITY OF FORT WORTH 220 TARRA14T COUNTY 911 NORTHWEST$SO 223 REGIONAL WATER DISTRICT i 224 TARRANT COUNTY HOSPFfAL 225 TARRAN'rCOUNTY COLLEGE r i.-1-. dd, ..r n.�.�dr. , ..--+-. r.d .._w •_v ri...,dh'.°dLa*rds'It}•._✓��6a d.d�..r: u r+...,•..ia,.r i ..d i... l.i.s-u. CerWkd Values ror Tax Year 2014 Land Impr 2014 Total it VIBrkot Value 557,017 SO 367,017' Appralsed Value 1 $329 $0 5329 Grass Building Area ttt 01 Net Leasable Area trt Q Land SgFt 134,034 Land Acres 3.077 ww r tY•wa er�urt►0.04riM..,.•+rra r,rfr..ar.ry r�. r..w.r�rlli,x fR..�7y rel yw..r rss I+w+�elr#ti na r�w.s ww _ S-YaarValue RiGtory Tax Year Appralsed Land Appmised tmpr Appraised Total Market Land Market Impr Market Total f 2013 533-2 30 $332 $67.017 so $67.017 2012 $332 SO $331 $61,0171 so 561,017 2011 3317 Se $317 ;134,094 se 5134.034 2010 5317 Sol 5317 $134,034 50 S134,034 2009 1 $320 30 $3201 $134,034 Sol S134,034 ` 'AIS Na flea Sear, I prulost Rcadi Iftu 11 I x=pLLo= AGRICULTURAL IDI.23.51 PMpprty ZIa. Appmic TSI w.a0908268 Deed Date: 12131F1997 Site Name: 420I HWY 170 Deed Page: 4000000 Dead Volume: 0000000 4netrumenti 00000000000000 Clam Vacant Ladd-Commercial 0 of parcels: 1 State Code: Dl OuMi led Open Soaee Lana Eri_ m__anr eAd ow TAD Map: 7,¢1I.-IF,0 Building Name: MAPSCO: TAR-009] Building Type: Agent: RYAN LSC Year Bulli Tarrant Appraisal district Real Estate =L2015 Account Num4en 40778095 Georcferenc2s 6217-1 Property Location: 14301 INDEPFNOENCE PKWY.PORT WORTH_76177 3 Owner Information. AIL INVESTMENT LP 13600 FIERrrAGE PKWY STE 200 FORT WORTH T%761774320 Legal Description: CUELI..A,FRANCISCO SURVEY Lot Abstra[t:267 Tract;la Taxing Jurisdictions: 025 CfTY OF FORT WORTH 220 TARRANT COUNTY f 911 NORTHWEST 150 223 REGIONAL WATER DISTRICT 224 TARRANT COUNTY HOSKI AL 22S TARRANT COUNTY COLLEGE CerWed Values for Tax Year 2014 Land Impr 2014 Total if Market Value $202.729 50 $202,728. Appraised Value 5936 s0 6996 Grass Building Area tit 0 Net Leasable Area ttt 0 Land SgFt 405,456 Land Afros 9.309 +I+II .!� ��lily M4aYt��a]A 4"ISM Irtrim'Imo. 5-Year Value Htstary Taz Yarr Appraised Land AppraWad Impr Appraised Total Market Land Markot Impr MarketTotal 3013 $1,005 $0 $1,005 $202,72.8 50 5202,728 2012 ' S1.005 So $1,005 $202,728 s0 $202,728 2011 $959 $0 $959 $304.092 50 $304.092 2010 5959 S0 $959 $304.092 50 S304.092 2009 S969 Sol 5969 $405,356 S0 $405,456 2n15 Natsra sent protcat tx"tine. I F—Xmaw laps. Proneriv na".. �lgnrai, tai Sii�;60865672 Deed Date: 12131f1997 Site Name: 4901 MW 170 Dees!Page: 0000000 Deed Volume: 0000000 tnstrumentr 00000000000000 Class; VacantLand-Commercial 0 of Parcels: 1 State Code: 01 oualifled Open Space Land TAD Map: WZ---(& Building Name: MAPSCO: TAR•009J Building Typo; Agent. Year Suitt: Tarrant Appraisal District Real Estate o2J12MIS Account Number. 41410386 Georeference, 11910:3.:5 Property Location: 14217 INDEPENDENCE PKWY,FORT WORTH.76177 I (Owner Infarmatlon; ASI,INVES TENT LP 13600 HERITAGE PKWY STE 200 FORT WORTH TX 76 17 7.4320 Legal Description: ALLIANCE GATEWAY SORTH 40014 ` Black:3 int:5 III Taxing jur[sdietlons: 016 CITY OF FORT WORTH 220 TARRANT COUNTY 911 NORTHWEST ISO 223 AEG]ONAL WATER DIS MCT 220 TARRANT COUNTY HOSPITAL 225 TARAANTCOUNTY COLLEGE a Gem—lair..era+.. 014. .e W. Certified Values for TA=Yuar 2014 11 Land Impr 2014 Tata)tl Market Value 5254,652 $0 $254.652 Appraised Value t 51,251 so 11,251 Grass Building Area 111 0 Net Leasable Ama to 0 Land SgFt 509.304 (Land Acres J11.692 I Ami w . M 4,n i —,"I.'''du In r11t.4!{M.M rll�iy.�rw+f wa.r. PT=:.:1w�ln..r rrm wr iso► W r p1%-r—%*"1.Me wesur w tw _ S-Ycer Val aa His Lary Tax Year Appraised Land Appraised Impr Appralsed Toul Market Land Market Impr Market Total 2013 11,263 to 51.263 $254,652 10 $254,652 20]2 51,263 f0 $1,263 5.254.652 10 5254.652 2011 $1104 So 51,204 '$509,304 So 5509.304 2610 51.104 So $1,204 5509.30+1 s0 $509.304 2009 sum SO $1.2161 S509,304 150 5509,304 2015 Nallce Snnl: � Praieit OeadOnr• 1 F,semltliaf3s; gSgssn v 4aIA; I]RP1aiM1S11=80813414 Deed Dote: 0110112005 Site Name: 14217 INDEPENDENCE PKWY Hoed Page: 0004000 Deed Vnlume: 0000000 Instrument_ 00000000000D0 Class: Vacant land-Commercial r of Parcels: 1 State Code: D1 Qualllied Ogen Space Land Pnmant UL141ILM TAD Map: I.Q22-4R Building Name: MAPSCD: TAR•OG91 Building Type: Agent: RYAN LSE Year Built: I Tarrant Appraisal District Real Estate aanarwls Account Number. 03805794 Georeterencel AA 267•lr Property Lncation: 4401 AUJhNCE GATEWAY FWY,FART WORTH,75177 W Owner Information: AIL INVE5TNENT LP 13500 HERITAGE PKWY STE 200 FORT WORTH TX 75177-4320 4_Prlrrr�vpeli Legal Description: CUEl1A FRANCISCO SURVEY Lot: Ahs4aCC 7.47 Tmct 1C W&IF Tax Ing jurisdictions: 026 CITY OF FORT WORTH 220 TARRANT COUNTY 911 NORTHWEST ISO 223 REGIONAL WATER DISTRTCT 224 TARRANT COUNTY HOSPITAL 2 25 TARRANT COUNTY COLLEGE rh.VrrrYraM.y�"Y.yrMM+eww.w;lMrVa+r►1".Fs..k._iOry�—+�.�...y �... ,4..—�M.,r...�,r'...-.e,1,teRs.Mv�-*�wi�ThiH�lw Certifled Valmw for Ta:Year 1014 Land Impr 2014 Total It Market Value 57,AIS8,700 so $2,468,700 Appraised Value 1 $13,209 S0 $13.208 Gross Building Area t" 0 Net Leasable Area ttt 0 Land SgFt 5.376,819 Land Acres 123.435 t�..+i www�.+y to ir�r r?..�4.r-' -+rr+�y••__�._�,�.w r.s+�r A�"M r + OH p+J.V"I rrwq Ir rw PH".,+n k"o tw 7�iv.w 3-Year Value f1fiftery Tax Year Appraised Land Appraised Impr Appraised Total Market Land Market Impr MarkatTatill 2013 $13.331 So 513.331 62,488.700 s0 52.40.7001 2012 $13.331 s0 $13,331 $2,468,700 s0 $2,469,700 2011 512.714 $0 $12,7X4 $2,468,700 $0 52,46x,700 2010 x12.714 so $12,7 L4 54,032,621, s0 $4,032,621 2009 514,088 $B 514,0139 S4,S25.609 $0 $:625,609 7015 Nodca Sear:. Prulert aardllam lxcmpl[,g= AO]RICULTURA1.1G123.51 Pro VAXU DA tai AfiAiaSSal..SlL>::802 70395 I Decd Date: 12(311'1997 Site Name: 80270395 I Deed Page: 8000000 meed Volume: 0000000 Instrument: 000000800000,00 Class) Vacant Land-Ag 4 of Parceis: 3 State Code (31 OU411fted Open Space Land Prlmary BuildEno:. TAD Map: 1022:11ll Building Name: MAP5CO. TAR-009) Building Type: i` Agent: RYAN LLC Year Built: — v� .App_endix_H Descrgptio�e ogthe.jnl�s to be created The proposed project estimates creating approximately 40 full-time jobs onsite. These jots may be a mix of company employees and third party contractors working at the data center. Each new job will have at least 1,820 annual hours of employment and would be paid at least 120 percent of the county average weekly wage. Above we've provided an estimate of data center positions to be filled. App_mtjix I—Brief desg!�tion of tl�� �rnpl�c�henef�acicage�F�ereI Hmployee benefits would include the Following: • Health insurance 0 100%covered For employee only © Depending on the size of the employees family and choice of PPO, EPO or HMO insurance would cost anywhere from x;55.38 to $145.00 per biweekly paycheck Dental insurance Vision Insurance 401(k) Pre-tax flex spending accounts Life insurance Accidental death and dismemberment APPerrd-LxI-flan for ir_Cil IzationQf 1 ort Wirth Certify [�W SE companies The Following targeted procurement approach will be utilized to achieve goals; 1) Civil,structural,and architectural[CSA]scope a. CSA plan will involve the following approaches: i. Solicitation ofM/WBE subcontractors in a primary sub role. ii. Requirement of primary CSA subcontractors to provide 10% sub tier work to M/WBE firms. iii. Breaking trp larger CSA scopes into multiple small paclarges to attract M/WSE participation. b. Example scopes of work: 1. Landscaping ii. Flagging iii. Truck,Hauling&Shipping; iv. Metal Stud Framing&Drywall v. Glazing vi. Fainting vii. Flooring viii. Interior Finishes ix. lut-erim/Final Clean x. Construction Site Services 2) Mechanical,electrical and plumbing[MEP]scope a. Require that primary mechanical and electrical subs issue 10% of contract work to M/WBE firms. b. M/WBE firms must participate in specifically designated bid packages to ensure opportunities are presented and market competition is achieved, c. General contractor to work with mechanical and electrical subs to develop specific sub tier bid scopes d. Examples of scopes: i. General contractirig activities il. Piping insulation iii. Trucking and shipping iv. Cather—TBD AP-Pendix��-i9jrig of App lican i Bnai•d of lxrectn To be supplemented at a later date, .AP-AP -L- 12c�nratiun_paVers-notiig a-1-1_principols,-pArtners�artd agents and al l Fort Worth ptongrLies gWAgiLby eaclt To be supplemented at a lalc:r date. Exlmr flef FORM OF PROJECT COMPLETION REPORT r U 0 Lol 0 r a E o Q 45 GlCL 0m [? m 'v m c _ Q ° u LU D �n G m CO c _ d C -� V')- to th 4A m o E Cf 4, a c ++ a a y % c C 0 41CL c O w Liiy c r m � w u; O. E E M Z7 v C L m e o 5 d `° a _ 0 C c C c R1 L' E 0 E -t 2!5 i17 u m C M a w W p }t+ C rip j D Lu 1 ~ Cl N _u U C o LK ti ;, d m *' LU VL GI R u M' E r G Q r Q1 L W l_ y _ W OC a ? o } , m Q E w Ell W Q1 d E D n o w a o 2 uJ a_ r E a c `o. y0 a Q a D ? ca Ise « a a 'm a �_ c H cl _" v W & N rll in 0 CX uj LN ro Q =_ FLc +- ❑ C8 E -Cr E a a 1 w 0 a is '^ U ❑ m m Q Q uE e r a a [7C my re '0 4 A u t� Q E " C Qcu ,- a m _v a E 0 IV E Q c N -0 U n CL ~ V a ❑ 0 r 0 m 0C Q P: m m 3 © a o 2 Il 0 ate.+ Q '-" � Eo4 � � m X EL 1 u ru vl o am v; w -ccLUo Q ❑ 2 +.1 t • a v 0 4`n.. N 71 E Q. co Q r °c ori U E o IV mu rn Ii U as' la E E d cu .0 Q E E H th E a+ n d a T � amc E Ql7 Z- ¢ N it m o aai ro v+ m o '�° a �, u ' 13 0 rz v ,;, u 41 Ln r- m .moi E m to p 'a C7 C] O C N o tC 3e o IIA N N y, ❑ u " p m E- v 41 o m 7 .1 ❑ a+ a '� o t; Ew RSQ 9 m Ii c E a+ a Lid Z H a E N .D 3 U Y EXI:"IT TML'► FORM OF PERSONAL PROPERTY REPORT ar ar s 0 v T ro _ m � 4. ai � R tp d = p b c 4) at z LLI uu m 0i LLJE LUa LIJ a x � ¢ , ru m Q m w O LU a a C. x d o z a a a co 2 d a a p L ° W o C] 0 _ '0 O x LL ¢ W o U a fG � a eLo-t ruDI r~I 4�.1 w Q F n = c as E v � 6 CL Gp o d 1- 0 0 a1 ep CLm r CD C � a v @ Q C3 u w *{ FUMBIT l "Ell FORM OF EMPLOYMENT RIMORT CITY OF FORT WORTH -TAH ABATEMENT AGREEMENT ANNUAL EMPLOYMENT REPORT Date- Company: Effective Date of Agreement: Redacted�wlvyee Number Number Emplt�yer las#3 dl Stan Daft Full•Tietw(YWIWO i z 3 4 s s s 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 _ 35 36 37 38 39 40 Total Total $ EKHI BIT E-TAH ABATEMENT AGREEMENT FORM OF CONSENT TU COLLATERAL ASSIGNMENT DICU BIT"Fs, Form of Consent to Coilateral Assignment CONSENT TO ASSIGNMENT FOR SECURITY PURPOSES OF TAX ABATEMENT AGREEMENT BETWEEN CITY OF FORT WORTH AND (CITY SECRETARY CONTRACT NO. } This CONSENT TO ASSIGNMENT FOR SECURITY PURPOSES OF TAX ABATEMENT AGREEMENT ("Consent") is entered into by and between the CITY OF FORT WORTH ("City"), a home rule municipal corporation organized under the laws of the State of Texas; ("Company"), a and ("Lender"), a RECITALS The City, Company and Lender hereby agree that the following statements are true and correct and constitute the basis upon which the parties have entered into this Consent: A_ The City and Company previously entered into that certain Tax. Abatement Agreement, dated as of ' 2015 (the "Agreement") pursuant to which the City agreed to abate a percentage of Company's ad valorem real and personal property taxes in return for Company's construction of as more specifically outlined in the Agreement (the "Project Improvements")_ The Agreement is a public document on file in the City Secretary's Office as City Secretary Contract No B. Section 11 of the Agreement allows Company to assign its rights and obligations Lander the Agreement to a financial institution or other lender for purposes of granting a security interest in the Land and/or Project improvements without the approval of the City Council, provided that Company and the financial institution or other lender first execute a written agreement with the City governing the rights and obligations of the City, Company, and the financial institution or other lender with respect to such security interest. C. Company wishes to obtain a loan from Lender in order to {slate roason for loan] (the "Loan"). As security for the Loan, certain agreements between Company and Lender governing the Loan and dated , including, but not limited Tax Abfiteniefit Agreement between City or Fort Worth and Winner,LLC to, that certain Loan Agreement and [list other relented documents] (collectively, the "Loam Decument's") require that Company assign, transfer and convey to Fender all of Company's rights, interest in and to the Agreement until such time as Company has fully satisfied all duties and obligations set forth in the Loan Documents that are necessary to discharge Lender's security interest in the Agreement(the "Assignment"). D. The City is wi5ling to consent to this Assignment specifically in accordance with the terms and conditions of this Consent. AGREEMENT 1. The City, Company and Lender hereby agree that the recitals set forth above are true and correct and form the basis upon which the City has entered into this Consent. 2. The City hereby consents to the Assignment at the request of Company and Lender solely for the purpose of Lender's securing the Loan pursuant to and in accordance with the Loan Documents. Notwithstanding such consent, the City does not adopt, ratify or approve any of the particular provisions of the Loan Documents and, unless and to the extent specifically acknowledged by the City in this Consent, does not grant any right or privilege to Lender or any assignee or successor in interest thereto that is different from or more extensive than any right or privilege granted to Company under the Agreement. 3. In the event that the City is required by the Agreement to provide any kind of written notice to Company, including notice of breach or default by Company, the City shall also provide a copy of such written notice to Lender, addressed to the following, or such other party or addh-css as Lender designates in writing, by certified mail, postage prepaid, or by}sand delivery: or such other address(es) as Lender may advise City from time to time. 4. Lf Company fails to cure any default under the Agreement, the City agrees that Lender, its agents or designees shall have an additional thirty (30) calendar days or such greater time as may specifically be provided under the Agreement to perform any of the obligations or requirements of Company imposed by the Agreement and that the City will accept Lender's performance of the same as if Company had perfonned such obligations or requirements; provided, however,that in the event such default cannot be cured within such time, Lender, its agents or designees, shall have such additional time as may be reasonably necessary if within such time period Lender has commenced and is diligently Tax Abotement Agreement between City of1 ort Worth mid Winner, LLC pursuing the remedies to core such defatdt, including, without limitation, such time as may be required for lender to gain possession of Company's interest: in the Company property pursuant to the terms of the Loan Documents. S. If at any time Lender wishes to exercise any foreclosure rights under the Loan Documents, before taking any foreclosure action Lender shall first provide written notice to the City of such intent (a "Notice"). Lender shall copy Company on the Notice and deliver such Notice to Company by both first class and certified mail return receipt concurrent with its transmittal of the Notice to the City and represent in the Notice that it has done so. Notwithstanding anything to the contrary herein, unless Lender enters into a written agreement with the City to assume and be bottnd by all covenants and obligations of Company under the Agreement, Lender understands and agrees that the City shall not have any obligation to Lender under the Agreement. In addition, Lender understands and agrees that if Lender wishes to sell all or any portion of the Land or Project Improvements to a third party following Lender's exercise of any foreclosure rights under the Loan Documents, the City shall not owe any obligation to such third party pursuant to the Agreement unless Lender and such third party comply with the procedure for assignment set forth in Section 1 l of the Agreement, including the obligation of such third Darty to enter into a written agreement with the City to assume and be bound by all covenants and obligations of Company under the Agreement. 6. In the event of any conflict between this Consent and the Agreement or any of the Loan Documents, this Consent shall control. In the event of any conflict between this Consent and any of the Loan Documents, this Consent shall control. In the event of any conflict between the Agreement and any of the Loan Documents, the Agremnent shall control. 7. This Consent may not be amended or modified except by a written agreement executed by all of the parties hereto. Notwithstanding anything to the contrary in the Loan Documents, an amendment to any of the Loan Documents shall not constitute an amendment to this Consent or the Agreement. S. Once Company has fully satisfied all duties and obligations set forth in the Loan Documents that are necessary to discharge Lender's security interest in the Agreement and such security interest is released, Lender shall provide written notice to the City that Lender has released such security interest, in which case this Consent shall automatically terminate. 9. This Consent shall be construed in accordance with the laws of the State of'fexas. Venue for any action arising under the provisions of this Consent shall lie in state courts located in Tarrant County, Texas or in the United States District Court for the Northern District of Texas, Fort Worth Division. 10. Capitalized terms used but not specifically defined in this Consent shill have the meanings ascribed to them in the Agreement. Tax Abatement Agreement bdwcen City of Fort Worth and'Winner,LLC 11. This written instrument contains the entire understanding and agreement between the City, Company and lender as to the matters contained herein. Any prior or contemporaneous oral or written agreement concerning such matters is hereby declared null and void to the extent in conflict with this Consent. 12. This Consent shall be effective on the later date as of which all pEu-ties have executed it. This Consent may be executed in any number of duplicate originals and each duplicate original stint be deemed to be an original. The failure of any party hereto to execute this Consent, or any counterpart hereof, shall not relieve the other signatories Moro their obligations from their obligations hereunder. E7ri'ECUTED as of the last date indicated below, [SIGNATURES IMMEDIATELY FOLLOW ON NEXT PAGE] Tax Abatement Agrccrnent bctwcesi City of Fort Words and Winner.LLC CITY OF FORT WORTH: APPROVED AS TO FORM AND LEGALITY: By: By: Name: Name: Assistant City Manager Assistant City Attorney Date: M&C: none required By: Date: Tnx Abatcment Aptement betwauil City of Fart Wonh and winner,1.J,C DALLAS 1/6540951 v_l a��2,�_i 11iC]Sinn l S � X X � City of Fort Worth, Texas Mayor and Council Communication COUNCIL ACTION: Approved on 5/19/2015 DATE: Tuesday, May 19, 2015 REFERENCE NO.: C-27303 LOG NAME: 17ED EDPAWINNER SUBJECT: Authorize Execution of an Economic Development Program Agreement and Tax Abatement Agreement with Winner, LLC for Development of a Data Center to be Located on Approximately One Hundred Ten Acres of Vacant Land at the Northeast Corner of Alliance Gateway and Park Vista Boulevard (COUNCIL DISTRICT 7) RECOMMENDATION: It is recommended that the City Council: 1. Authorize the City Manager to execute an Economic Development Program Agreement and a Tax Abatement Agreement with Winner, LLC related to the development of a New Data Center at the Northeast Comer of Alliance Gateway and Park Vista Boulevard; and 2. Find that the terms and conditions of the Economic Development Program Agreement, as outlined below, constitute a custom-designed Economic Development Program, as recommended by the 2015 Comprehensive Plan and authorized by Chapter 380 of the Texas Local Government Code. DISCUSSION: Winner, LLC (Company), an established Delaware LLC registered to do business in the State of Texas, will develop and operate a build to suit Data Center to be located on approximately 1 10 acres of vacant land at the northeast corner of Alliance Gateway and Park Vista Boulevard. The project will comprise approximately 250,000 square feet of space with a total investment at build-out of$250,000,000.00 by December 31, 2017. In return, the City will pay the Developer up to 10 annual Economic Development Program grants, as authorized by Chapter 380,Texas Local Government Code. The first year's economic development incentive will be a combination 10 percent abatement of ad valorem real property taxes under a Tax Abatement Agreement and a Program Grant based on the tax revenues outlined below, excluding those amounts abated. The amount of each annual Program Grant will be calculated in accordance with the amount of (i) incremental real property tax revenues from the land that were received by the City for the previous tax year, (ii)personal property tax revenues from New Taxable Tangible Personal Property that were received by the City for the previous tax year; (iii) revenues received by the City from a one percent sales tax on taxable business personal property; (iv) revenues received by the City from electricity franchise fees collected from Company and paid to the City by Oncor; (v) revenues received by the City from new taxes, if any, that are adopted by the City after the effective date and that are not restricted for a specific purpose and that are otherwise unrestricted, and, except for the first program Grant; (vi) revenues received by the City from,a one percent sales tax on any Data Center Systems that are integrated into the real property and are into considered taxable business personal property, less the Required Minimum Annual Revenue retained by the City. The Required Minimum Annual Revenue retained by the City will be established at $2,150,000,00 in year one and will increase two percent each year during the term of the Agreement. The Company may earn an annual reduction up to $150,000,00 in the Required Minimum Annual Revenue if the Company meets the following terms during construction: Expends a minimum of$50,000,000.00 with Fort Worth contractors during construction of the facility (worth a reduction of up to $100,000.00) Expends a minimum of$25,000,000.00 with Fort Worth MIWBE contractors during construction of the facility (worth a reduction of up to $50,000.00) The actual amount of the reduction will be applied proportionally for each category. The overall project could consist of additional investment of S250,000,000.00 each and the aggregate amounts of the grants will be tied to the amount of total project investment made by the Company. However, the Company is not required to make investment in excess of the $250,000,000.00 real property improvement commitment and the personal property commitment in order to receive the base program grants with a term of 10 annual payments. For each additional $250,000,000.00 invested by the Company before the seventh annual grant payment, the number of annual grant payments will be increased by five, not to exceed a total of 10 additional grant payments or a total of 20 payments for the term. The Company will also provide or cause to be provided at least 40 full-time jobs during the term of the Agreement. Staff recommends entering into an Economic Development Program Agreement with the Company for the project. This project is located in COL NCIL DISTRICT 7, Mapsco 91 FISCAL INFORMATION 1 CERTIFICATION: The Financial Management Services Director certifies that this action will not increase the total appropriations of City funds. FUND CENTERS: TO Fund/Account/Centers FROM. Fund/Account/Centers CERTIFICATIONS: Submitted for City Manager's Office by: David Cooke (6116) Originating Department Head: day Chapa (5804) Additional Information Contact: Robert Sturns (212-2663) ATTACHMENTS I. WfN]5001 Site-C l OO.A-A OVERALL SITE PLAN.pdf (Public) 2. Winner_LLC_Site Plan.pdf (Public)