06/12/2000-CC-Agenda Packet-SpecialAGENDA
CITY COUNCIL = SPECIAL CALLED
MONDAY, DUNE 129 2000
6:00 P.M.
201 BOLIVAR
1. Call Meeting to Order, Invocation, Pledge of Allegiance.
2. Consider and Possible Action on Approving the Inducement and Development Agreement with
Walmart Stores East, Inc.
3. Consider and Possible Action on Approving Interlocal Agreement with Denton County
Regarding Reconstruction and Extension of View Road.
3.
4.
Any Other Such Matters.
Adjourn.
Date & Time Posted
This facility is wheelchair accessible and accessible parking spaces are available. Requests for
accommodations or interpretive services must be made 48 hours prior to this meeting. Please
contact the City Secretary's office at (940) 458=7930 for further information.
AGENDA
CITY COUNCIL - SPECIAL CALLED
MONDAY, JUNE 12, 2000
6:00 P.M.
201 BOLIVAR
1. Call Meeting to Order, Invocation, Pledge of Allegiance.
2. Consider and Possible Action on Approving the Inducement
Walmart Stores East, Inc.
3. Any Other Such Matters.
4. Adjourn.
c
Chavez,
Time
1 Development Agreement with
!l
This facility is wheelchair accessible and accessible parking spac a available. Requests for
accommodations or interpretive services mutt be made 48 fNrs p for to this meeting. Please
contact the City Secretary's office at (940) 'S8-7930 for fu he ormation.
June 8, 2000
To : Honorable Mayor &Members of City Council
Fr. Jack Smith, City Manager
Re: Police Chief Appointment
I would like to inform City Council that I am officially appointing Curtis Amyx, Police Chief for
the City of Sanger. Curtis has been acting in this capacity since the retirement of Benny Erwin on
January 31, 2000. Curtis has assumed these responsibilities with the leadership that is necessary to
succeed in this position. Curtis' salary will be adjusted accordingly.
NICHOLS, JACKSON, DILLARDI
HAGER & SMITH, L.L.P.
1800 LINCOLN PLAZA
500 NORTH AKARD
DALLAS, TEXAS 75201
(214) 965-9900
(214) 965.0010 FAX
PLEASE DELIVER TliE FOLLOWING TO:
NAME:
COMPANY:
FAX NO.:
DATE:
Jack Smith
City of Sanger
1.940.458.4],80
June 12, 2000
FR011ri: H. Louis Nichols
TRANSMITTED BY: Jamie Delbridge
NUMBER OF PAGES (Including Cover Sheet): 6
COMMENTS:
RE: Inducement and IDevelopment Agreement with Wal-Mart Stores East, Inc.
IF YOiJ DO NOT RECEIVE ALL Tii>♦.PAGE9, PLEASE CALL: JAMIE DELBRIDCE AT (21�) t36G3327
THE INFORMATION CONTAINED IN THIS FACSIMILE is ATTORNEY PRIVILEGED AND CONFIDENTIAL INFORMATION
INTENDED ONLY FOR THE USE OFTHI: INDIVIDUAL OR ENTITY NAMED ABOVE, IF THE RECIPIENT IS NOT THE INTENDED
R6CIPIF.NT, YOU AR$ HEREBY NOTIflED THAT ANY DISTRIBUTION, DISSEMMATION GR COPYING OF THIS
COMMUNICATION IS STRICTLY PROHIBITED, IF YOU FIAVE RECEIVED THIS IN ERROR, PLEASE NOTIFY US IMMEDIATELY
BY PHONE AND RETURN THE ORIGINAL MESSAGE TO US AT THE ABOVE ADDRESS VIA THE U.S. POSTAL SERVICE.
NICHOLS, JACKSON, DILLARD, HAGER & SMITH, L.L.P.
Attorneys t4 Counselors at Law
1800 Lincoln Plaza
500 North Abrd
Dallas, Texas 75201
(214) %5.9900
Fax (214)965-0010
trmil NJDHS®NJDHS.com
June 12, 2000
VIA FACSIMILE (940} 458-4X80
AND FIRST CLASS MAIL
Mr. Jack Smith
City Manager
City of Sanger
201 Bolivar Street
P.O. Box 578
Sanger, Texas 76266
RE: Inducement and Development Agreement with Wal-Mart Stores East, Inc.
Dear Mr. Smith:
,
VVe have reviewed the proposed Inducement and Development Agreement subnnitted by
Wal-Mart Stores East, Inc. in connection with a distribution center to be constructed near Sanger.
After reviewing the proposed Agreement, we make the following comments and suggestions.
On page 1, is a provision showing consideration of $I.00 and other good and valuable
consideration. 1 do not believe that the consideration should be recited as $1.00, but the
paragraph should provide as follows, to -wit:
"Now, therefore, for and in consideration of the mutual obligations assumed by the
parties herein, the sufficiency of which is hereby acknowledged, the parties agree as
follows:"
Pazagraph I containing Sections A, B, C, and D obligates the City and County, at its
expense, to provide certain utility services.
The City has obligated itself to provide telephone service, electrical service, water and
fire protection, and sanitary sewer main extensions. The City cannot enter into an agreement to
provide these facilities unless it has current funds on hand payable out of current revenues or if it
is incurring an obligation payable beyond this current fiscal year it is necessary to adopt an
ordinance to provide the levy of tax in an amount sufficient to establish a sinking fund to retire
the indebtedness. The fact that the City has plans to obtain Texas Capital Funds or funds from
other sources does not change the fact that it is assuming that an unqualified obligation to
JUN I vU1D 17.4G PR 1111.nu1_J J�mJUTI c&- � .r M � . W.. --
Mr. Jack Smith
City of Sanger
June 12, 2000
Page 2
provide these facilities if it is not able to obtain funds from another source. It is suggested that
Section I B, C, and D contain an added provision as follows, to -wit.
"The obligation of the City under this section is contingent upon the City obtaining Texas
Capital Funds in an amount sufficient to fund such improvements."
If the City enters into an agreement to provide certain facilities and do not have funds on
hand, and does not make a provision for levying a tax in an amount sufficient to establish sinking
fund to retire said indebtedness, such Agreement is unenforceable as being in violation of the
Texas Constitution.
Section II A provides the City and County will install signal lights at the truck entrance
on Lois Road. Does the City have funds on hand within which to meet this obligation? The
same requirement with regard to having funds on hand applies to this obligation and would be
unenforceable unless the City has current funds on hand at the time the contract is entered into or
will have such funds on hand within the current fiscal year. The contract would not be
enforceable unless the City puts in a provision and adopts an ordinance for the levy of tax in an
amount sufficient to establish a sinking fund to retire the indebtedness.
Section III B provides for landscaping and provides that any new landscaping
requirements will not supersede the provision of this contract.
The City cannot by contract agree that a party will not be bound by future landscaping
ordinances. The City cannot contract away its legislative police powers to adopt ordinances, and
if a new ordinance should be adopted regarding landscaping, the City cannot by contract agree
that it the ordinance would not be enforceable against a named individual.
Section III E contains a provision with regard to future zoning. The City cannot contract
away its zoning powers. ?he City cannot agree to zone property in a certain manner. Public
policy prevents such agreements being enforceable and any such agreement that would restrict
the ability of the City to enact and enforce its zoning regulations would be unenforceable.
Section IV obligates the City to provide certain temporary office space. Does the City
have funds on hand out of cuaent revenues to provide for these facilities? If the City does not
have current funds on hand, then the same requirement would apply to this obligation as prior
obligations with regard to necessity of having sufficient current funds on hand to meet the
obligation or it must provide for the levy of a tax to establish a sinking fund to meet the
obligation.
w
Paragraph V obligates the City to provide at its own expense or at the expense of some
party other than the Company the sum of $1,000,000.00 to subsidize the land purchase of the
subject site. It is my understanding that the City is relying upon the Sanger Industrial
Development Corporation to provide these funds. It is suggested that the following language be
added to this section with regard to these funds and to provide as follows, to -wit:
34416
NICiiOLS, JACKSON, AILLARD, HAGER & SMTTH, L..L.I?
.,�LJN Id nb 1z>'LfC rm mY .rtuL7 J�rNJwll � v... .... �� .. .�
Mr. Jack Smith
City of Sanger
June 12, 2000
Page 3
"The obligation of the City under this section is contingent upon the Sanger Texas
Industrial Development Corporation providing the funds for the grant of $1,000,000.00 to
the Company to subsidize the purchase of the subject site.
In the event the Company does VT develop and operate the distribution
center in accordance with the requirements of the Texas Capital Funds grant, the
Company will refund to the Industrial Development Corporation the amount of such
grant, plus interest at the rate of ten percent per year from the date of such grant, and
expenses incurred by the City or the Industrial Development Corporation."
In the same Section V, a reference is made to the situation where the City or County may
use federal or state funds other than Texas Capital Funds to assist in financing the obligations. It
is suggested that the following be considered to be added to this section to provide as follows, to -
wit:
"Should the City elect to use federal or state funds other than Texas Capital Funds, the
Company will meet all requirements and conditions imposed upon the City, County, or
Company as a condition to making available the federal or state funds other than Texas
Capital Funds to assist in financing the obligations made herein."
Section V also obligates the City io provide $1,000,000.00 or have the sum provided at
the expense of some other party at closing to subsidize the land purchase of the subject site. It
further provides that the grant is not contingent upon employment quotas or other specific
requirements except the successful development of the distribution center project. This section
also provides that the City is planning on using Texas Capital Funds for infrastructure
improvements and that the Company will meet all requirement for Texas Capital Funds. It is
suggested the following language be added to this paragraph, to -wit:
"In the event the City elects to use Texas Capital Funds to finance infrastructure
improvements, and obtains a Texas Capital Funds grant, the Company agrees to meet all
requirements and conditions imposed upon the City or the Company as a condition to the
making of a Texas Capital Funds grant for the project, and to sign the grant contract."
Section VI provides for tax abatement and real property tax exemption. This section
obligates the City to adopt a tax abatement plan and to grant a 50% tax abatement from the
assessed value of all real and personal property for ten years. This tax abatement is not limited
to new improvements or personal property, but includes all property, real or personal, including
the land purchased under this Agreement.
It is my understanding the City has not.yet adopted a tax abatement plan or program and
this would have to be done prior to the entering into a tax abatement agreement with the
Company. Any tax abatement agreement entered into with the Company would have to conform
to the tax abatement plan or policy adopted by the City Council.
34416
- NICI-IOLS, JACKSON, DILLARD, HAGER &SMITH, L.L.P.
Mr. Jack Smith
City of Sanger
June 12, 2000
Page 4
Section VII provides for taxes on the facility. It provides that until the end of the
assessment year in which the facility construction is complete and the distribution center is ready
for operation, there will be no taxes on an incomplete facility.
It is our opinion that the City cannot agree that there will be no taxes on an incomplete
facility. The land and incomplete facility will be subject to taxation on the same basis as other
land and improvements in the City.
Section VII also makes a provision for the method of appraising the property for tax
purposes. The City cannot agree on the method of valuation of the property for tax purposes.
This is a function of the Denton County Appraisal District.
Section XV contains a severability clause and provides that in the event any section is
illegal or unenforceable, that there will be automatically added to the Agreement sections similar
to the terms or provisions declared illegal and unenforceable.
In our opinion, the City cannot agree to automatically add conditions to the contract
without such changes being approved by the City Council. The customary severability clause
provides that in the event any part of the contract is declared to be void and unenforceable, it
shall not affect the remaining provisions of the contract. There should be no provision in the
contract that would provide for an automatic change in the terms and conditions and provisions
of the contract.
Section XVII, Operations, provides the nothing contained in the Agreement shall be
construed to contain a covenant either express or implied to either commence operation of a
business or thereafter continuously operate a business on the property.
in our opinion, the City cannot make grants as proposed for the benefit of Company
without there being an obligation on the part of the Company to use the funds and facilities for
the purposes authorized. The City cannot make a grant of Rinds or obligate itself to spend public
funds without some obligation on the part of the grantee to use the funds and properties for the
purposes authorized. There should be a period of time when the Company is obligated to operate
the distribution center and a recapture provision for the cost of the land and infrastructure
improvements if the Company does not construct and operate the distribution center in
compliance with this Agreement, and with conditions and requirements of the Texas Capital
Funds grant or any conditions imposed on grants of other federal or state funds.
Section XVII provides for future expansions. It provides that future expansions shall be
subject to all the terms and provisions of this Agreement. In this connection, it is suggested that
this section be eliminated or be rewritten to provide that future expansion shall be subject to new
inducement and development agreements. Future City Council should not be bound by an
agreement with regard to future expansions without there being some time limit or other
restrictions placed upon when such future expansions are to be constructed. Conditions and
34416
NICHOLS, JACKSON, DILLARD, HAGER & SMTTH, L.L.P.
ju4 1G vu 1.7•N� rR IYijt moLA4 LA. L mN Ga•+ .n.+.+ wav ... ar.v-,..v-,aw •-- --
Mr. Jack Smith
City of Sanger
June 12, 2000
Page 5
circumstances may change in the future that would make it undesirable for both the City and
Company to bind itself to future inducement and development agreements without any limitation
on such obligation.
With the exception of those provisions which have been indicated to be unenforceable
unless the City has funds on hand or adopts an ordinance to establish a tax for sinking fund, the
other provisions in this letter are mere suggestions to be considered by the City Council in
entering into such Agreement.
If you have any questions or desire to further discuss these matters, please let me know.
HLN/jld
Very truly yours,
NICHOLS, JACKSON, DILLARD,
HAGER & SMITH, L.L.P.
Frj4fA A OY,W�iv
oTuis
NICHOLS, JACKSON, DILLARD, HAGER & SMTTH, L.L.P.
34416
** TOTAL PAGE.06 **
Un/ UJ/ : YUuu
V f; 17 V M U I V 1 L ' =P4.JO410U
t\V�JV� vVt
THE STATE Or TEXAS )
a �I
TI-IIS AGREEMEP�IT is made a11d entered by ay�d between Denton County,
Texas, a political subdivision of the State of. Texas, hereinafter referred to as the
"C®LINTY," and the City of Sanger, Texas, a political subdivisionjentity loctated
within Denton County, Texas, duly organized and authorized under the State of
Texas, hereinafter referred to as the "CITY."
WITNESSETI-I that the COUNTY and CITY proposE to construct roads
between Lois and Chisum Roan as described on Exhibit "A", hereinafter referred
to as the ".ORO ECT."
WHEREAS, the CDUIdTY is a duly organized and political subdivision of
the State of Texas engaged in the administration of county government and
related services for the benefit of the citizens of Denton County, Texas; and
W�iif AREAS, the C1TY is a duly organized municipality an Denton Counry,
Texas, engaged in the provision of municipal and related services for the benefit
of the citizens of the CITY; and
WHIERrAS, th.e CUUNT Y anti the CITY mutually desire to be subject to
the provisions of V.T.C.A. Gove4.i44ne4tt Coc�.eI Chapter 791, the Interlocal
Cooperation Act; which provides authorization for ally local government to
contisaet with one or more local goverranents to perform governmental functions
and services under the terms of the Act; and.
NOW, THEItEFORIr, COUNTY AND CITY, for the mutual consideration
hereinafter statecl, agree and understand as follows.
ICA City af' Sanger Page 1
YJO/ YJ7/ CViuy1 U ( . 1J L) P9 1. 1 V 1 L "7 zm7"JUY I UU
I.
The term of this Agreement is becomes effective when signed by the last
party whose signings makes the respective agreements fully executed. This
Agreement may be terminated at any time by either party giving thirty (30) days
advance notice to the other party.
II.
CITY and COUNTY hereby agree that the scope of the project shall be
limited to the construction of an extension of View Road eastward approxizmately
2500 feet from the Intersection 35 (I-35) service road.
ltl.
COUNTY understands and agrees that the COUNTY, its employees,
servants, agents, and representatives shall at no time represent themselves to be
employees, servants, agent and/or representatives or the CITY.
IV.
CITY 'Understands and agrees that the CITY, its employees, servants,
agents, and representatives ehall at no time represent themselves to be
employees, servants, agent and/or representatives ar the COUNTY.
V.
COUNTY agrees to contribute from current funds for the Project an
amount not w exceed TII.REE 4HUNDRED I AND NO/00
UOLLAIS (L100,000.00) for its completion. COUNTY shall make payment .for
Project from current Denton County Funds for the construction of an extension
of VIEW Road eastward approximately 2500 feet from the Intersection 35 service
road.
VI.
The CITY will oversee the construction a£ tare Project; cooperate with
Texas Departxnen.t of Tranepoxtation agents to assrxre the Project is built and
conforms with applicable specifications; and administer the timely payment of
labor and materials for the Project.
VII.
ILA. Ciiy of ganger Aagc 2
Ube b7l eVAJU YJ f: 1 z:) V H t, 1 V 1 L. 7 =1"J0410W 11� 6� W �'
The COUNTY agrees to and accepts full. responsibility :for the acts,
negligence, and/or omissions of all COUNTY employees and agents,
subcontractors, :�n_./or contract labborers, and for those of all other persons doing
work Bander a contract or agreement with the COUNTY.
VIII.
The CITY agrees to and accepts full responsibility for the acts, negligence,
and/or omissions of. all CITY employees and agents, subcontractors, anti/or
contract laborers, Lind for those of 1.t1 other persons doing work under a contract
or agreement with the CITY.
IX,
This agreement is not intended to extenct the liability of the parties beyond
that provided by law. Neither the COUNTY nor the CSTY waives, nor shall be
deemed hereby to waive, any immuluty or defense that would otherwise be
available to it against claims made by third parties.
X.
This agreement represents the entire agreement between the COUNTY
and the CITY and supersedes all prior negotiations, representations and/or
agreements, either written or oral. This agreement may be amended only by
written instrument signed by the governing bodies of both the COUNTY and the
CITY or those authorized to sign on behalf of those governing bodies.
The validity of this agreement and of any of its tcxms or provisions, as
well as the rights and duties of the parties hereto, shall be governed by the IaGVS
of tl,a �tatA of T?x.8. Further tb my nn.T1e.'%t chwll 1�a �n,Esr(nrmabla i ne44
County, Texas.
xTz.
In tlzc event that any portion of thus agreement shall be found to be
contrary to law, it is the Intent of the panties hereto that the remaining portions
shall remain valid and in full force and effect to the extent possible.
xiTl.
The undersigned officer and/or agents o:f the pities hereto are the
properly authorized officials and have the necessary authority to execute this
ICA City of Sanger
{O01mvdmu !j (: lz) V H '. l V I L � 74JO41OU flu JJ"f wu%4
agreement on behalf of the parties hereto, and each party hereby certifies to the
other that any necessary resolutions extending said authority have been drily
passed and tire now in full force and effect.
EXECUTED in duplicate originals this, the day of
2000.
BOUNTY
Denton County, Texas
110 West Hickory
Denton, Texas 76201
CrTY
City of Sanger
201 Bolivar (P.O. Box 578)
Sanger, Texas 76266
Honorable Kirk Wilson Honorable Tommy Kincaid
Denton County Judge Mayo:, City of. Sanger
Acting on behalf of and by authority of the Acting on behalf of and by
Commissioners Court of Denton County, the authority of the CITY.
Texas.
ATTEST:
Dy:
Penton County Clerk
APPROVED AS TO FORM:
If
Assistant District Attorney
ICA City of Sanger
ATTEST:
By:
Narne:
Title:
Page 4
ejp/ y)=f/ GYJYJCI YJ f 1J U n l.. 1 V 1 L '� 7•Y`Jo'Yt UYJ
AUDI I kJA ZY CERTIFICATE
1 hereby certify that kau a are available in the amount of $3001000.00 to
accomplish arid. pay the obligation of Denton Coun.ly under this contract.
�a*!ies Vella
CaUrdy Auditor
IGA City of Sanger
Page 5
UO/ C17/ 4UYJCJ VJ r . 1,J u n 7 t • •
toil III f
" IROJECT"
Construction of an extension of VILW Road eastward approximately
2500feet from its curxent ixltersection with Interstate Highway. 35 service road.
l�tt pity oi'Saage�•
w•
INDUCEMENT AND DEVELOPMENT AGREEMENT
THIS AGREEMENT is made as of the _ day ofJune, 2000, by and between the City of Sanger,
201 Bolivar, Sanger, Texas 76266, (the "City"), Denton County,110 W. Hickory Street, Denton; Texas (the
"County") and Wal-Mart Stores East, Inc., (the "Company").
WHEREAS, the City and County are desirous of the Company locating and constructing a
distribution center near Sanger in Denton County, Texas, on certain property more particularly described in
Exhibit A; and,
WHEREAS, the Company has obtained options to purchase certain real property (the "Property")
for the construction of a distribution center ("Project") situated near Sanger, which is more particularly
described in Exhibit A, attached hereto and made apart hereof; and,
WHEREAS, the Company has requested the -City and County to make and obtain certain
development commitments and service improvements for the benefit of the Company's proposed Project;
and,.
WHEREAS, City and County are authorized to enter into this Agreement with the Company as
attested by Texas State Law;
NOW THEREFORE, for and in consideration of the sum of One Dollar ($1.00) and other good and
valuable. consideration hereinafter specified, the sufficiency of which is hereby acknowledged, the parties
agree as follows:
1. UTILITY SERVICES
As an inducement to the Companyto locate a distribution center near Sanger, the City and County
shall, bythe dates indicated.below, provide at its own expense, or SHALL HAVE PROVIDED AT
THE EXPENSE OF SOME PARTY OTHER THAN THE COMPANY except as. noted elsewhere in
this agreement, the below listed services.
A. Telephone Service: Permanent telephone service capable of providing 200 pair service
and a T-1. format to a termination location in the bung designated by the Company within
60 days of submission of the final project utility plans to the utility or no later than February
1, 2001:
Temporary service of 50 pair will be provided to a point on the property designated by the.
Company not later than June 26, 2000. Exhibit B to this Agreement, attached hereto and.
made a part hereof, is the commitment from Sprint to provide the desired service within -the
specific time period, to waive all connection fees .and service deposits and release all
easements on the Property not required for the Company's telephone service.
B. Electrical Service: Primary electric service capable of providing for a demand load of
3,000 kw of 480/277 volts, 3 phase, 4 wire power provided to locations on the property
designated by the Company within 60 days of submission of final plans to the utility or not
later than February 1, 2001. Power shall be available from two independent sources.
G:UOB�99E0771WP�da001 swr68.doc 1 06/07/2000
The contract for the above service will be no longer than two (2) years and shall exclude
the Company from any requirement to pay exit fees or any other charges related to the
electric companies wholesale contract in the event of retail electric competition becoming
legally available or the electric company changing its wholesale supplier.
A partial load of 2,000 M shall be available from one source on the permanent on -site
facilities by October 1, 2000.
Temporary electrical service of 120/240 Volts, 100 amperes, single phase to service up to
20 construction trailers and 277/480 volts, 200 amperes, three phase to service each of
two concrete batch plants shall be provided to points designated by the Company not later
than June 26, 2000. Temporary service connections may be from a single source system.
C. Water/Fire Protection: The City agrees to provide a water line main extension to a point .
on the Property, to be designated by the Company. Said main shall be at least a 12"
diameter main. All expenses required to provide the above main, including but not limited
to, engineering design, booster pumps, elevated or ground level storage, and other
necessary appurtenances shall be at the sole cost and expense of the City. The water line
main extension shall be provided to the property within 60 days of submission of site plans.
to the utility or no later than December 1, 2000, subject to an act of God, action of the
elements or any other cause beyond the reasonable control of the City. The water line
main extension shall extend from Lois Road to at least the northern property line of the
Property.. The Company agrees to grant a 40 foot wide utility easement along and adjacent.
to the railroad right of way.
The City hereby agrees to waive all connection fees, impact fees, tap fees and service
deposits related to the supply of water for this project.
The City shall provide the Company, for construction, a water supply of 600 gallons per
minute at 40 pounds per square inch. The at service shall be provided at the site
within 30 days of receipt of notice from the Company requesting such service or no later
than July 14, 2000.
D. Sanitary Sewer Main Extension: The City agrees to provide a sanitary sewer main
extension to a point on the Property to be designated by the Company. Said main shall
have the capacity to receive an average of 30,000 gallons per day of outfall sewer flow
from the proposed facility: The City agrees to provide this service, including but not limited
to, boring under Lois Road, gravity mains, engineering design, force mains, lift stations,
and other necessary appurtenances at its sole cost and expense, and agrees that the
service shall be provided to the site within 90 days of receipt of such notice from the
Company requesting such service, but in no event later than December 1, 2000, subject to
an act of God, action of the elements or any causes beyond the control of the City.
The Company agrees to provide a 20 foot utility easement along and adjacent to the
Interstate 35 right of way at the Property's frontage with the right of way.
The City hereby agrees to waive all connection fees, impact fees, tap fees and service
deposits .for sanitary sewer service for this project.
G:UOB\99E077\WPUda001 swr68.doc 2 06/07/2000
II, INFRASTRUCTURE IMPROVEMENTS AND SERVICE GUARANTEES
A. Roads and Signals: As an inducement to the Company to locate a distribution center in
the City of Sanger, the County shall, by the dates indicated below, provide at its own
expense, or SHALL HAVE PROVIDED AT THE EXPENSE OF SOME PARTY OTHER
THAN THE COMPANY, the following road work
The County agrees to make all improvements to Interstate 35 interchange with 481 with
Lois Road, generally shown on Exhibit C. These improvements will include all design,
paving, grading and drainage within the public right of way. The improvements are subject
to Texas Department of Transportation approval and work will be initiated prior to
December 1, 2000. and completed by June 1, 2001.
The County further agrees to improve Lois Road for 2-12 foot lanes with 6' wide shoulders
from Interstate 35 to the railroad track. The improvements will accommodate a 60 foot
wide truck entrance with an acceleration and left turn lane. All improvements will be
constructed to Texas Department of Transportation standards and specifications and will
accommodate 80,000 pound truck loads.
'The City and County agree to install signal lights at the truck entrance ontoLois Road. This
light will be designed and constructed at City and County's expense when traffic flow
warrants are met.
B. Construction Access: During the construction of the project upon the Property, access
will be permitted from Interstate Highway 35 Service Road and Lois Road at points.which
will be determined by the Company: City and County agree that any damage resulting from
normal wear and tear from construction traffic on these roads shall not be the responsibility
of the Company.
1114 PLAN REVIEWS, PERMITTING, AND FEES
A; Reviews: The County. shall designate. a single point of contact within the City and
County's design, review, and+permit system through which the Company will submit all
permitting requests, studies, drawings, etc. While it is acknowledged that this point of
contact will not have review or permitting authority for many of the requirements, the point
of contact will act as the focal point to channel all of the Company's submittals to the
proper agencies. Further, the point of contact shall assist in tracking and statusing the
various permits and reviews while they are being processed.
Additionally, the County agrees to designate a single local contact to coordinate
applications and implementation of all inducements, grants and incentives related to the
Project. This point of contact shall assist in tracking and statusing submittal dates,
approval dates, and implementation dates.
In the event that the County elects to use a third party, outside consultant to review or to
assist in the review of drawings and plans, County and its designated agencies shall retain
the right to overrule the decisions of the consultant. Such authority shall be invoked if, in
the opinion of the County, its designated agencies, or, the Company, the consultant's
G:U08�99E0771WP1ida001swr68.doc 3 O6/07/2000
decisions violate the nature and intent of this agreement, or the decisions exceed the intent
and the requirements of the County's development regulations and laws. Should a
difference of review opinion arise, the Company shall file, with the appropriate designated
agency, a written brief explaining how the submitted plans meet all requirements, and why
the review comments are inappropriate. Within five (5) working days of receiving the brief,
the designated agency shall either render a decision or forward the matter to the County for
resolution. The County, within two weeks of receiving the referral, will issue its decision if
needed.
B. Landscaping: The Company and the City and County agree that there are no existing
landscaping ordinances which will be applied to the Project. Native vegetation existing at
the property's perimeter boundaries shall be allowed to remain in place where possible.
The landscaping requirements of this document shall take precedence over any and all
ordinances, which may be enacted after the signing of this document.
C: Local Permitting Time Frames: The County shall complete all reviews and permitting
within its jurisdictions within ten (10) working days from the receipt of finished drawings and
permit requests. The County shall assist in expediting any permits not under their
jurisdiction, but which may require County's input or participation.
D. Fees. The following fees will apply. to all phases of this agreement, to the prime
contractors and the subcontractors thereof:
1: Review and Permit Fees: The County and the Company acknowledge that there
are various plan review and construction building permit fees required by the
County; including site plan review, mechanical permit, building and sign permit,
electrical permit, and plumbing permit. For this project, the County agrees that the
above listed local plan review and construction and building permit fees, as well as
any other local fees associated with these functions, shallnot exceed $500.00.
2. The City agrees to waive all fees.
3. Miscellaneous Fees: The County and the Company jointly agree that there are no
known county -controlled miscellaneous fees, expressly including impact fees,
which are commonly charged to development activities, but which are not directly
associated with specific projects. The County agrees that the Company will not be
responsible for any fees other than those described in Paragraph III.D1 above.
E. Zoning: The City and County acknowledge that the Property is currently in the County and
has no official zoning. Further, the City acknowledges that rezoning to Industrial 2, will be
necessary at the time of annexation. Further, the City understands and acknowledges the
Company's concern that the Property remain zoned for its intended use and the Company
acknowledges that this document cannot be binding on future City elected or appointed
official. Therefore, the City agrees, the zoning being successfully changed to industrial use
and during the term of ownership by the Company, City will cooperate and use its best
efforts to not subsequently change the zoning or modify industrial use definitions to prevent
or restrict warehousing or distribution activities as required by the Company at the
Property.
G:UOB199E0771WP�da001 swr68.doc 4 06/07/2000
K
F. Annexation: The Company acknowledges the Property is not annexed into the City of
Sanger and understands that the City does wish to consider annexation.
IV. TEMPORARY OFFICE SPACE
The City will provide temporary office space of approximately 5,000 square feet (3,000 square feet .
of office and 2,000 square feet of storage) for a period of approximately 120 days at no cost to the
Company. The space shall be available beginning January 1, 2001.
V. FINANCIAL ASSISTANCE
As an inducement to the Company to locate a distribution center near Sanger, the City .shall
provide at its own expense, or SHALL HAVE PROVIDED AT THE EXPENSE OF SOME PARTY
OTHER THAN THE COMPANY, $1,000,000 (One million dollars) at closing to subsidize the land
purchase of.the subject site. This grant is not contingent upon employment quotas or other
specific requirements except the successful development of the distribution center project:
Should the City or County elect to use federal or state funds other than Texas Capital Funds to
assist in financing the obligations made -herein, the Company shall cooperate with the City or
County only to the extent the Company's corporate policy will permit, at the Company's sole
discretion. The Company's refusal to assist or execute any documents in regard to any application
for such funding shall not relieve the City or County of their obligations hereunder.
The Company, acknowledges that the. City, is planning on, using Texas Capital Funds for.
infrastructure improvements. The Company will meet all requirements for the Texas Capital
Funds.
If the Company elects to discloseany discretionary information such information shall be
considered confidential and held so by the City or County to the extent permitted by Texas law.
It is understood that no provider. of, or performance under. this Agreement shall subject the
Company to any Affirmative Action obligation applicable to government contractors or recipients of
financial assistance under any federal, .state or local statute, regulation, ordinance, .or executive
order.
VI. TAX ABATEMENT/REAL PROPERTY TAX EXEMPTION
The City and _County individually and jointly agree. to begin the necessary process to grant a ten
year tax exemption on the Company's total real and personal property as permitted by City and.
County. No school taxes are to be abated as part of the incentives for this project.
The abatement will be 50% of assessed value of all real and personal property for ten years
beginning the full tax year following theproject's completion.
VI1. TAXES
Until the end of the assessment year in which facility construction is complete and the distribution
center is ready for operation, there will be no taxes levied on the incomplete facility or on any
G:UOB�99E077\WP�da001 swr68.doc 5 06l07/2000
N'
improvements to the Property. For assessment years ending between purchase time of the
Property by the Company and the facility's operational readiness, the land will be taxed at the
"current use" rate which will be that rate which was in effect at the time the land was acquired by
the Company.
State law requires that assessed value be based on the true value of the Property as of January
1 st of each calendar year. The assessed value will be negotiated in the future based upon the fair
market value of the Property. The fair market value of the property and the Project being the
amount at which the Property would change hands between a willing Buyer and a willing Seller,
neither being under any compulsion to buy or sell and both having reasonable knowledge of the
relevant facts.
State Law also prescribes that an unfinished facility be taxed at its percentage of completion based
on its market value not simply its cost to date.
VI11. JOB TRAINING
The. City and County agree to cooperate with and assist the Company in obtaining, for the
Company and its employees, job training and job training funds through . the Jobs Training,
Partnership Act and other federal and state programs, but it is recognized that the City and County
do not control the funding or job training in connection with this program.
IX. JURISDICTION
This Agreement is governed by and interpreted in accordance with the laws of the State of Texas..
X. FREEPORT EXEMPTION SUPPORT
The City and County agree to cooperate with, and assist the Company in making application for
and obtaining a. Freeport Exemption for the inventory stored in the Company's Project should an
inventory or ad valorem tax be exacted by the State. Such cooperation shall include working .with
the Company and applying for necessaryState waivers or enacting applicable local legislation.
XI. NOTICES
Any notice hereunder shall be given in writing to the party for whom it is intended, in person or by
certified mail, at the following addresses or such future addresses as may be designated in writing:
Mr. Wiley Lott
Dir. Of Econ. And Community Dev.
Jack Smith, City Manager
Notice shall be deemed received upon actual receipt or upon refusal of receipt.
G:UOB\99E077\WP\ida001 swr68.doc 6 O6/07/2000
XII. ASSIGNMENT AND SUCCESSION
This Agreement shall be binding upon and ensure to the benefit of the heirs, successors,
administrators, executors, and assigns of the respective parties. All rights hereunder may be
assigned by the Company without restriction to any wholly owned subsidiary of the Company,
provided that notice of each assignment shall be given in writing to the City, but no other
assignment shall be effective without the City's written approval and consent. Such approval shall
not be unreasonably withheld.
Xlll. TIME OF ESSENCE ACCEPTANCE
Time is expressly declared to be of the essence of this Agreement. The City and County shall
have five (5) days from date of receipt of this Agreement to accept and agree in writing .to the
terms and conditions herein, provided that the. Company may, in writing, extend the time for
acceptance.
XIV. MODIFICATION/ENTIRE AGREEMENT EXPRESSED
No modification of this Agreement -shall be valid or binding unless such modlficatlon !s in writing,
duly dated, and signed by both parties.
. This constitutes the entire agreement between the parties.. Neither party shall be bound by any
term,, conditions, statement, or representatives, oral or written, not herein contained.
XV. SEVERABILITY
If any term or provision of this Agreement is held to be illegal, invalid, or unenforceable, the
legality, validity, or enforceability of the remaining terms or provisions of -this Agreement shall not
be affected thereby; and in lieu of such illegal, invalid, or unenforceable term or provision, there
shall be added automatically to this Agreement, a legal, valid, or enforceable term or provision, as
simllar as possible to the term or provision declared illegal, invalid, or unenforceable.
XVI. PARAGRAPH HEADINGS
The paragraph headings contained in this Agreement are for convenience only and shall in no way
enlarge or limit the scope or meaning of the various and several paragraphs contained hereof.
XVII. OPERATIONS
It is expressly agreed that nothing contained in this Agreement shall be construed to contain a
covenantI either express or implied, to either commence the operation of a business or thereafter
continuously operate a business on the Property. The City recognizes and agrees that the
Company may, at its sole discretion and at any time during the term of this Agreement cease the
operation of its business in accordance with state law on the Property and City hereby waives any
legal action for damage or for equitable relief which might be available to the City because of such
cessation of business activity by the Company as well as any other agreement that the Company
enters into except as specifically set forth in this Agreement.
G:U06\99E077\WPUda001 swr68.doc
0
06/07/2000
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G:\JOB\99E077\WP1ida001swr68.doc 8
06/07/2000
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IN WITNESS WHEREOF, and as authorized respectively by the Sanger City Council and Denton
County Commissioners. Court, the parties have executed this Agreement the day and year first
written above.
ATTEST: City of Sanger
By:
Mayor '
ATTEST: Denton County
By;
Cynthia Mitchell, County Clerk/Deputy Clerk Kirk Wilson, County Judge
The Company
..ATTEST: .
By:
Wiley Lott,
Director of Community &Economic Dev.
G:UOB\99E0771WPUda001 swr68.doc 9 06/07/2000
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BAN
[1'O BE ISSUED ON SPRINT'S LETTERHEAD]
[Date]
Mr. Wiley Lott "
Wal-Mart Stores East, Inc.
Sam M. Walton Development Complex
2001 S: E..10th Street, Department 8904
Bentonville, Arkansas 72712-6489
Reference: Proposed Distribution Center
Dear Mr. Lott:
This letter confirms Sprint's commitment .to provide telephone service to the proposed
distribution center located near Sanger as follows:
1. Permanent telephone service capable of providing 200 pair service and a T-1 format
to a termination location in the building designated by the Company.within 60 days
of submission of the final plans to the utility or no. later than / /2000. .
2. Temporary service of 50 pair shall be provided to a point on the Property designated
by the Company not ater than _/_/2000:
3. The temporary service line installation to a central gang station and removal shall be
at no cost to the Company or:Company's contractors.
4. All normal connection fees and service deposits will be waived for this project.
Sincerely,.
Exhibit B
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.m{ CNfIEJt 8 BURGESS. INC.
Mti�l� 1W.-40.
06/09/2000 07:15 D A CIVIL wo 94584180 N0.554 D02
THE STATE OF TEXAS )
COUNTY OF DLNTON )
INTERLONZAC, COOPERATION AGREEMENT
BETWEEN THE CITY Op BANGER AND D13NTON COUNTY, TEXAS
FOR ROAD CONSTRUCTION OF AN EXTENSION OF VIEW ROAD
TI-T.IS AGREEMENT is made and entered by and between Denton County,
Texas, a political subdivision of the State of Texas, hereinafter referred to as the
"COUNTY;' and the City of Sanger, Texas, a political subdivision/entity located
within Denton County, Texas, duly organized and authorized under the State of
Texas, hereinafter referred to as the "CITY."
WITNESSETI-f khat khc CO�LTNTY and CITY pxopose to construct roads
between Lois and Chisum Road ras described on Exhibit "A", hereinafter referred
to as the "1 PROJECT."
WI-IEREAS, the COUNTY is a duly orgal�ized and political subdivision of
the State of TexaF engaged in the administration of county government and
related services .for the benefit of the citizens of Denton County, Texas; and
WHEREAS, the CITY is a duly organized municipality in Denton County,
Texas, engaged in the provision of municipal and related services for. the benefit
of the citizens of the CITY; and
WHERrAS, the COUNTY and the CITY mutually desire to be subject to
the provisions of V.T.C.A. Government Code, Chapter 791, the Interlocal
Cooperation Act; which provides authorization for any local government to
contract with one or more local governments to perform governmental functions
and services under the terms of the Act; and.
NOW, THEREI~OR>r, COUNTY AND CITY, for the mutual consideration
hereinafter stated, agree and understand as .follows
ICA City of Sanger Page 1
06/09/2000 07*15 D A CIVIL ,� 94584180
M5
I.
The term of this Agreement is becomes effective when signed by the last
party whose signing makes the respective agreements fully executed. This
Agreement may be terminated at any time by either party giving thirty (30) days
advance notice to the other party.
II.
CITY and COUNTY hereby agree that the scope of the project shall be
limited to the construction of an extension of View Road eastward approximately
2500 feet from the Intersection 35 (I-35) service road.
III.
COUNTY understands and agrees that the COUNTY, its employees,
servants, agents, and representatives shall at no time represent themselves to be
employees, servants, agent and/or representatives or the CITY.
IV.
CITY understands and agrees that the CITY, its employees, servants,
agents, anti representatives shall at no time represent themselves to be
employees, servants, agent and/or representatives or the COUNTY.
V.
COUNTY agrees to contribute from current funds for the Project an
amount not to exceed THREE HUNDRED TI-i4U5ANDI AND NO/00
DOLLARS (S300,000.00) for its completion. COUNTY shall make payment for
Project from current Denton County Funds for the construction of an extension
of VIEW Road eastward approximately 2500 feet from the Intersection 35 service
road.
VI.
The CITY will oversee the construction of the Project; caaperate with
Texas Department of Transportation agents to assure the Project is built and
conforms with applicable specifications; and administer the timely payment of
labor and materials for the Project.
VII.
ICA. City of Sanger Aage 2
06/09/2000 07:15 D A CIVIL -+ 94584180
N0.554 D04
The COUNTY agrees to and accepts full responsibility For the acts,
negligence, and/or omissions of all COUNTY employees and agents,
subcontractors, and/or contract laborers, and for those of all other persons doing
work under a contract or agreement with the COUNTY.
VIII.
The CITY agrees to and accepts full responsibility for the acts, negligence,
and/or omissions of all CITY employees and agents, subcontractors, and/or
contract laborers, and for those of all other persons doing work under a contract
or agreement with the CITY.
IX<
This agreement is not intended to extend the liability of the parties beyond
that provided by law. Neither the COUNTY nor the CITY waives, nor shall be
deemed hereby to waive, any immututy or defetue that would otherwise be
available to it against claims made by third parties.
X.
This agreement represents the entire agreement between the COUNTY
and the CITY and supersedes all prior negotiations, representations and/or
agreements, either written or oral. This agreement may be amended only by
written instrument signed by the governing bodies of both the COUNTY and the
CITY or those authorized to sign on behalf of those governing bodies.
XI.
The validity of this agreement and of any of ite terms or provisions, as
well as the rights and duties of the parties hereto, shall be governed by the laws
of the State of Texas. Further, this agreement shall be performable in Denton
County, Texas.
XiI.
In tale event that any portion of this agreement sliall be found to be
contrary to law, it is the intent of the parties hereto that the remaining poi tiorts
shall remain valid and. in full force and effect to the extent possible.
X11I.
The undersigned officer Znd/or agents of d1e parties hereto are the
properly authorized officials and have the necessary autl�ority fio execute this
ICA City of Sanger Page 3
06/09/2000 07:15 D A CIVIL ,� 94584180
N0.554 D05
agreement on behalf of the parties hereto, and each party hereby certifies to the
other that any necessary resolutions extending said authority have been duly
passed and are now in full force and effect.
EXECUTED in duplicate originals this, the __ _ day of
2000.
BOUNTY
Denton County, Texas
110 West hickory
Denton, Texas 76201
13y:
1-ionorable Kirk Wilson
Denton County Judge
Acting on behalf of and by authority of the
Commissioners Court of Denton County,
Texas.
ATTEST:
By:
Denton County Clerk
APPROVED AS TO FORM:
Assistant District Attorney
CITY
City of Sanger
201 Bolivar (RD. Box 578)
Sanger, Texas 76266
By:
norable Tommy Kincaid
Mayor, City of Sanger
Acting on behalf of and by
the luthority of the CITY.
ATTEST:
13y:
Name:
Title:
tCA City of Sanger Page 4
36/09/2000 07:15 D A CIVIL '* 945e4leo
N0.554 906
AUDITOR'S CERTIFICATE
I hereby certify that kuilde are available in the amount of $300,000.00 to
accomplish and. pay the obligation of Denton County under this contract.
James SNells
County Auditor
IGA City of Sanger Page 5
06/09/2000 07:15 D A CIVIL 94584180 N0.554 007
rXMIDI 1 1
"PROJECT"
Construction of all extension of VILW Road eastward approximately
2500feet from its current intersection with Interstate HighwayL 35 service road.
ICA City of Sanger
INDUCEMENT AND DEVELOPMENT AGREEMENT
THIS AGREEMENT is made as of the _ day ofJune, 2000, by and between the City of Sanger,
201 Bolivar, Sanger, Texas 76266, (the "City"), Denton County, 110 W. Hickory Street, Denton, Texas (the
"County") and Wal-Mart Stores East, Inc., (the "Company").
WHEREAS, the City and County are desirous of the Company, locating and constructing a
distribution center near Sanger in Denton County, Texas, on certain property more particularly described in,
Exhibit A; and,
WHEREAS, the Company has obtained options to purchase certain real property (the "Property"')
for the construction of a distribution center ("Project") situated near Sanger, which is more particularly
described in Exhibit A, attached hereto and made apart hereof; and,
WHEREAS, the Company has requested the City and County to make and obtain certain
development commitments and service improvements for the benefit of the Company's proposed Project;
and,.
WHEREAS, City and County are authorized to enter into this Agreement with the Company as
attested by Texas State Law;
NOW THEREFORE, for and inconsideration of the sum of One Dollar ($1.00) and other good and
valuable consideration hereinafter specified, the sufficiency of which is hereby acknowledged, the parties
agree as follows:
I. UTILITY SERVICES
As an inducement to the Company to locate a distribution center near Sanger, the City and County
shall,. by the dates indicated below, provide at its own expense, or SHALL HAVE PROVIDED AT
THE EXPENSE OF SOME PARTY OTHER THAN THE COMPANY except as noted elsewhere in
this agreement, the below listed services:
A. Telephone Service. Permanent telephone service capable of providing 200 pair service
and a T-'-format to a termination location in the building designated by the Company within
60 days of submission of the final project utility plans to the utility or no later than February
1, 2001:
Temporary service of 50 pair will be provided to a point on the property designated bythe.
Company not later than June 26, 2000. Exhibit B to this Agreement, attached hereto and
made a part hereof, is the commitment from Sprint to provide the desired service withinthe
specific time period, to waive all connection fees .and service deposits and release all
easements on the Property not required for the Company's telephone service.
B. Electrical Service: Primary electric service capable of providing for a demand load of
3,000 kw of 480/277 volts, 3 phase, 4 wire power provided to locations on the property
designated by the Company within 60 days of submission of final plans to the utility or not
later than February 1, 2001. Power shall be available from two independent sources.
G:UOB\99E077\W P\ida001 swr68.doc
1 06/07/2000
The contract for the above service will be no longer than two (2) years and shall exclude
the Company from any requirement to pay exit fees or any other charges related to the
electric companies wholesale contract in the event of retail electric competition becoming
legally, available or the electric company changing its wholesale supplier.
A partial load of 2,000 kw shall be available from one source on the permanent on -site
facilities by October 1, 2000.
Temporary electrical service of 120/240 Volts,100 amperes, single phase to service up to
20 construction trailers and 277/480 volts, 200 amperes, three phase to service each of
two concrete batch plants shall be provided to points designated by the Company not later
than June 26, 2000. Temporary service connections may be from a single source system.
C. Water/Fire Protection: The City agrees to provide a water line main extension to a point,
on the Property to be designated by the Company. Said main shall be at least a 12''
diameter main. All expenses required to provide the above main; including but not limited
to, engineering design, booster pumps, elevated or ground. level storage, and other
necessary appurtenances shall be at the sole cost and expense of the City. The water line
main extension shall be provided to the property within 60 days of submission of site plans_
to the utility or no later than December 1, 2000, subject to an act of God, action of the
elements or any other cause beyond the reasonable control of the City. The water, line
main extension shall extend from Lois Road to at least the northern property line of the
Property., The Company agrees to grant a 40 foot wide utility easement along and adjacent
to the railroad right of way.
The City hereby agrees to waive all connection fees, impact fees, tap fees and service
deposits related to the supply of water for this project.
The City shall provide the Company, for construction, a water supply of 600 gallons per
minute at 40 pounds per square inch. The above service shall be provided at the site
within 30 days of receipt of notice from the Company requesting such service or no later
than July 14, 2000.
D. Sanitary Sewer Main Extension: The City agrees to provide a sanitary sewer main
extension to a point on the Property to be designated by the Company. Said main shall
have the capacity to receive an average of 30,000 gallons per day of outfall sewer flow
from the proposed facility: The City agrees to provide this service, including but not limited
to, boring under Lois Road, gravity mains, engineering design, force mains, lift stations,
and other necessary appurtenances at its sole cost and expense, and agrees that the
service shall be provided.to the site within 90 days of receipt of such notice from the
Company requesting such service, but in no event later than December 1, 2000, subject to
an act of God, action of the elements or any causes beyond the control of the City.
The Company agrees to provide a 20 foot utility easement along and adjacent to the
Interstate 35 right of way at the Property's frontage with the right of way.
The City hereby agrees to waive all connection fees, impact fees, tap fees and service
deposits for sanitary sewer service for this. project.
G:U06199E077\WP\ida001 swr68.doc
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06/07/2000
INFRASTRUCTURE IMPROVEMENTS AND SERVICE GUARANTEES
A. Roads and Signals: As an inducement to the Company to locate a distribution center in
the City of Sanger, the County shall, by the dates indicated below, provide at its own
expense, or SHALL HAVE PROVIDED AT THE EXPENSE OF SOME PARTY OTHER
THAN THE COMPANY, the following road work
The County agrees to make all improvements to Interstate 35 interchange with 481 with
Lois Road, generally shown on Exhibit C. These improvements will include all design,
paving, grading and drainage within the public right of way. The improvements are subject
to Texas Department of Transportation approval and work will be initiated prior to
December 1; 2000.and completed by June 1, 2001.
The County further agrees to improve Lois Road for 2-12 foot lanes with 6' wide shoulders
from Interstate 35 to the railroad track. The improvements will accommodate a 60 foot
wide truck entrance with an acceleration and left turn. lane. All improvements will be
constructed to Texas Department of Transportation standards and specifications and will
accommodate 80,000 pound truck loads.
The City and County agree to install signal lights at the truck entrance ontoLois Road. This
light will be designed and constructed at City and County's expense when traffic, flow
warrants are met.
B. Construction Access: During the construction of the project upon the Property, access
will be permitted from Interstate Highway 35 Service Road and Lois Road at points which
will be determined bythe Company: City and County agree that any damage resulting from
normal wear and tear from construction traffic on these roads shall not be the responsibility
of the Company.
PLAN REVIEWS, PERMITTING, AND FEES
A. Reviews. The County. shall designate. a single point of contact within the City and
County's design, review, and permit system through which the Company will submit all
permitting requests, studies, drawings, etc. While it is acknowledged that this point of
contact will not have review or permitting authority for many of the requirements, the point
of contact will act as the focal point to channel all of the Company's submittals to the
proper agencies. Further, the point of contact shall assist in tracking and statusing the
various permits and reviews while they are being processed.
Additionally, the County agrees to. designate a single local contact to coordinate
applications and implementation of all inducements, grants and incentives related to :the
Project. This point of contact shall assist in tracking and statusing submittal. dates,
approval dates, and implementation dates.
In the event that the County elects to use a third party, outside consultant to review or to
assist in the review of drawings and plans, County and its designated agencies shall retain
the right to overrule the decisions of the consultant. Such authority shall be invoked if, in
the opinion of the County, its designated agencies, or the Company, the consultant's
G:WOB\99E077\WP\ida001 swr68.doc
3
osio7iz000
decisions violate the nature and intent of this agreement, or the decisions exceed the intent
and the requirements of the County's development regulations and laws. Should a
difference of review opinion arise, the Company shall file, with the appropriate designated
agency, a written brief explaining how the submitted plans meet all requirements, and why
the review comments are inappropriate. Within five (5) working days of receiving the brief,
the designated agency shall either render a decision or forward the matter to the County for
resolution. The County, within two weeks of receiving the referral, will issue its decision if
needed.
B. Landscaping: The Company, and the City and County agree that there are no existing
landscaping ordinances which will be applied to the Project. Native vegetation existing at
the property's perimeter boundaries shall be allowed to remain in place where possible'
The landscaping requirements of this document shall take precedence over any and all
ordinances, which may be enacted after the signing of this document.
C. Local Permitting Time Frames: The County shall complete all reviews and permitting
within its jurisdictions within ten (10) working days from the receipt of finished drawings and
permit requests. The County shall assist in expediting any permits not under their
,jurisdiction, but which may require County's input or participation.
D. Fees: The following fees will apply to'all phases of this agreement, to the prime
contractors and the: subcontractors thereof:
1: Review and Permit Fees: The County and the Company acknowledge that there
are various plan review and construction building permit fees required by the
County; including site plan review, mechanical permit, building and sign permit,
electrical permit, and plumbing permit. For this project, the County agrees that the
above listed local plan review and construction and.building permit fees; as well as
any other local fees associated with these functions, shallnot exceed $500.00,
2. The City agrees to waive all fees.
39, Miscellaneous Fees: The County and the Company jointly agree that there are no
known county -controlled miscellaneous fees, expressly including impact fees,
which are commonly charged to development activities, but which are not directly
associated with specific projects. The County agrees that the Company will not be
responsible for any fees other than those described in Paragraph III.D1 'ab-ove.
E. Zoning: The City and County acknowledge that the Property is currently in the County and
has no official zoning. Further, the City acknowledges that rezoning to Industrial 2, will be ;
necessary at the time of annexation. Further, the City understands and acknowledges the
Company's concern that the Property remain zoned for its intended use and the Company
acknowledges that this document cannot be binding on future City elected or appointed
official. Therefore, the City agrees, the zoning being successfully changed to industrial use
and during the term of ownership by the Company, City will cooperate and use its best
efforts to not subsequently change the zoning or modify industrial use definitions to prevent
or restrict warehousing or distribution activities as required by the Company at the
Property:
GAJOB\99E077\WPVda001 swr68.doc 4 06/07/2000
F. Annexation: The Company acknowledges the Property is not annexed into the City of
Sanger and understands that the City does wish to,consider annexation.
IV. TEMPORARY OFFICE SPACE
The Citywill provide temporary office space of approximately 5,000 square feet (3,000 square feet
of office and 2,000 square feet of storage) for a period of approximately 120 days at no cost to the
Company. The space shall be available beginning January 1,.2001.
V. FINANCIAL ASSISTANCE
As an inducement to the Company to locate a distribution center near Sanger, the City .shall
provide at its own expense; or SHALL HAVE PROVIDED AT THE EXPENSE OF SOME PARTY
OTHER THAN THE COMPANY, $1,000,000 (One million dollars) at closing to subsidize the land
purchase of. the subject site. This grant is not contingent upon employment quotas or other
specific requirements except the successful development of the distribution center project.
Should the City or County elect to use federal or state funds other than Texas Capital Funds to
assist in financing the obligations made herein, the Company shall cooperate with the City or
County only to the extent the Company's corporate policy will permit, at the Company's sole
discretion. The Company's refusal to assist or execute any documents in regard to any application
for such funding shall not relieve the City or County of their obligations hereunder. .
The Company acknowledges that the City is planning on, using Texas #Capital Funds for
infrastructure improvements. The Company will meet all requirements for the Texas .Capital
Funds.
If the Company elects to disclose. any, discretionary information such information shall be
considered confidential and held so by the City or County to the extent permitted by Texas law.
It is understood that no provider of, or performance under this Agreement shall subject the
Company to any Affirmative Action obligation applicable to government contractors or recipients of
financial assistance under any federal, state or local statute, regulation, ordinance, .or executive
order.
VI. TAX ABATEMENT/REAL PROPERTY TAX EXEMPTION
The City and County individually and jointly agree to begin the necessary process to grant a ten .
year tax exemption on the Company's total real and personal property as permitted by City and.
County. No school taxes are to be abated as part of the incentives for this project.
The abatement will be 50% of assessed value .of all real and personal property for ten years
beginning the full tax year following theproject's completion.
VII. TAXES
Until the end of the assessment year in which facility construction is complete and the distribution
center is ready for operation, there will be no taxes levied on the incomplete facility or on any
GAJ0B\99E077\WRda001 swr68.d0c 5 06/07/2000
improvements to the Property. For assessment years ending between purchase: time of the
Property by the Company and the facility's operational readiness, the land will be taxed at the
It use" rate which will be that rate which was in effect at the time the land was acquired by
the Company.
State law requires that assessed value be based on the true value of the Property as of January
1 st of each calendar year. The assessed value will be negotiated in the future based upon the fair
market value of the Property. The fair market value of the property and the Project being the
amount at which the Property would change hands between a willing Buyer and a willing Seller,
neither being under any compulsion to buy or sell and both having reasonable knowledge of the
relevant facts.
State Law also prescribes that an unfinished facility be taxed at its percentage of completion based
on its market value not simply its cost to date.
Villa JOB TRAINING
The City and County agree to cooperate with and assist the Company in obtaining, for the
Company and its employees, job training and job training funds through.the Jobs Training
Partnership Act and other federal and state programs, but it is recognized that the City and County
do not control the funding or job training in connection with this program.
IX. JURISDICTION
This Agreement is governed by and interpreted in accordance with the laws of the State of Texas.
X. FREEPORT EXEMPTION SUPPORT.
The City and County agree to cooperate with and assist the Company in making application for
and obtaining a Freeport Exemption for the inventory stored in the Company's Project should an
inventory or ad valorem tax be exacted by the State. Such cooperation shall include working with
the Company and applying for necessary State waivers or enacting applicable local legislation.
XI. NOTICES
Any notice hereunder shall be given in writing to the party for whom it is intended, in person or by
certified mail, at the following addresses or such future addresses as may be designated in writing:
Mr. Wiley Lott Jack Smith, City Manager
Dir. Of Econ. And Community Dev, 201 Bolivar .
Wal-Mart Stores East, Inc. Sanger, Texas 76266
2001 Southeast 10th Street And
Bentonville, AR 72712 Robert Schell
Assistant District Attorney
P.O. Box 2850
Denton County, Texas 76202
Notice shall be deemed received upon actual receipt or upon refusal of receipt.
G:UOB\99E077\WP\ida001 swr68.doc
06/07/2000
XI11.
ASSIGNMENT AND SUCCESSION
This Agreement shall be binding upon and ensure to the benefit of the heirs, successors,
administrators, executors, and assigns of the respective parties. All rights hereunder may be
assigned by the Company without restriction to any wholly owned subsidiary.of the Company,
provided that notice of each assignment shall be given in writing to the City, but no other
assignment shall be effective without the City's written approval and consent. Such approval shall
not be unreasonably withheld.
TIME OF ESSENCE ACCEPTANCE
Time is expressly declared to be of the essence of this Agreement. The City and County shall
have five (5) days from date of receipt of this Agreement to accept and agree in writing to the
terms and conditions herein, provided that ithe. Company may, in writing, extend the time for
acceptance.
XIV.. MODIFICATION/ENTIRE AGREEMENT EXPRESSED'
No modification of this Agreement -shall be valid or binding unless such modification is in writing,
duly dated, and signed by both parties.
XV.
XVI.
This constitutes the entire agreement between the parties. Neither party shall be bound by any
term, conditions, statement, or representatives, oral or written, not herein contained.
SEVERABILITY
If any term or provision of this Agreement is held to be illegal, invalid, or unenforceable; the
legality, validity, or enforceability of the remaining terms or provisions of this Agreement shall not
be affected thereby; and in lieu of such illegal, invalid, or unenforceable term or, provision, L there
shall be added automatically to this Agreement, a legal, valid, or enforceable term or provision, as
similar as possible to the term or provision declared illegal, invalid,. or unenforceable.
PARAGRAPH HEADINGS
The paragraph headings contained in this Agreement are for convenience only and shall in no way
enlarge or limit the scope or meaning of the various and several paragraphs contained hereof.
XVIL OPERATIONS
It is expressly agreed that nothing contained in this Agreement shall be construed .fo contain a
covenantI either express or implied, to either commence the operation of a business or thereafter
continuously operate a business on the Property. The City recognizes and agrees that the
Company may, at its sole discretion and at any during the term of this Agreement cease the
operation of its business in accordance with state law on the Property and City hereby waives any
legal action for damage or for equitable relief which might be available to the City because of such
cessation of business activity by the Company as well as any other agreement that the Company
enters into except as specifically set forth in this Agreement.
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EXHIBIT A 06/02/00
[TO, BE ISSUED ON SPRINT'S LETTERHEAD]
[Date]
Mr. Wiley Lott
Wal-Mart Stores East, Inc.
Sam M. Walton Development Complex
2001 S.E. 1 Oth Street, Department 8904
Bentonville, Arkansas 72712-6489
Reference: Proposed Distribution Center
Dear Mr. Lott:
This letter confirms Sprint's commitment .to provide telephone service to the proposed
distribution center located near Sanger as follows: .
1. Permanent telephone service capable of providing 200 pair service and a TA format
to .a termination location in the building designated by the Company within 60 days
of submission of the final plans to the utility or no. later than / /2000.
2. Temporary service of 50 pair shall be provided to a point on the Property designated
by the Company not Jater than _/_12000.
3. The temporary service line installation to a central gang station and removal shall be
at no cost to the Company or:Company's contractors.
4. All normal connection' fees and service deposits will be waived for this project.
Sincerely,
Exhibit B
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