Case 2:21-cv-00072-JRG-RSP Document 63-8 Filed 05/25/21 Page 1 of 7 PageID #: 1250
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`UNITED STATES DISTRICT COURT
`EASTERN DISTRICT OF TEXAS
`MARSHALL DIVISION
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`AGIS SOFTWARE DEVELOPMENT LLC,
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`v.
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`T-MOBILE USA, INC., and T-MOBILE US,
`INC.,
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`AGIS SOFTWARE DEVELOPMENT LLC,
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`v.
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`LYFT, INC.
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`AGIS SOFTWARE DEVELOPMENT LLC,
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`v.
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`UBER TECHNOLOGIES, INC. d/b/a UBER.
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`AGIS SOFTWARE DEVELOPMENT LLC,
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`v.
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`WHATSAPP, INC.,
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`Case No. 2:21-CV-00072-JRG-RSP
`(Lead Case)
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`Case No. 2:21-CV-00024-JRG-RSP
`(Member Case)
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`Case No. 2:21-CV-00026-JRG-RSP
`(Member Case)
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`Case No. 2:21-CV-00029-JRG-RSP
`(Member Case)
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`DECLARATION OF BRADLEY DAVIS IN SUPPORT OF DEFENDANT WHATSAPP’S
`MOTION TO DISMISS FIRST AMENDED COMPLAINT FOR IMPROPER VENUE
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`Case 2:21-cv-00072-JRG-RSP Document 63-8 Filed 05/25/21 Page 2 of 7 PageID #: 1251
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`I, Bradley Davis, hereby declare:
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`1.
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`I am Head of Data Center Economic Development at Facebook, Inc. (“Facebook”),
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`the parent company to WhatsApp LLC1 (“WhatsApp”). I have been employed by Facebook since
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`February 2012. As part of my job responsibilities, I have become familiar with the locations of
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`Facebook’s and WhatsApp’s facilities in the United States, including the facility located at 4500
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`Like Way, Fort Worth, TX (“the Like Way Data Center”) as well as with the data center owned
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`by Internap Network Services (“INAP”) located at 1221 Coit Road, Plano, TX (“the INAP Data
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`Center”) identified in plaintiff AGIS Software Development LLC’s First Amended Complaint
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`(“FAC”). I have confirmed the facts below through a reasonable investigation.
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`2.
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`The statements made herein are based on my personal knowledge and a reasonable
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`investigation conducted to date. If called as a witness regarding these statements, I could testify
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`competently to them based on such personal knowledge and the investigation conducted to date.
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`3.
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`Facebook and WhatsApp are each Delaware corporations with their principal place
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`of business in Menlo Park, California, which is located in San Mateo County within the Northern
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`District of California.
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`4.
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`WhatsApp does not have a place of business in the Eastern District of Texas.
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`Plaintiff’s FAC, paragraphs 5-6, contends that the Facebook Like Way Data Center is located in
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`the Eastern District of Texas. Plaintiff is incorrect.
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`5.
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`On April 18, 2017, Todd A. Bridges, a Registered Professional Land Surveyor in
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`the State of Texas (Texas Registration Number 4940), certified that the land plat he surveyed in
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`2015 accurately described the land on which Facebook’s Like Way Data Center is located. That
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`document, which Mr. Bridges signed and stamped, shows the county line between Tarrant County
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`1 I understand that WhatsApp, Inc. is incorrectly named in the complaint.
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`Case 2:21-cv-00072-JRG-RSP Document 63-8 Filed 05/25/21 Page 3 of 7 PageID #: 1252
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`(in the Northern District of Texas) and Denton County (in the Eastern District of Texas). The land
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`plat survey document, attached as Exhibit 1, shows the entire plat of land is located in Tarrant
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`County, in the Northern District of Texas. There is no part of the Like Way Data Center located
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`in the Eastern District of Texas.
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`6.
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`There are no Facebook or WhatsApp employees who work at any facility located
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`in the Eastern District of Texas, and no Facebook or WhatsApp servers within the Eastern District
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`of Texas. Even the warehouse that contains parts and equipment for the Like Way Data Center is
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`located at 13550 Park Vista Boulevard, Fort Worth, Texas 76177 in Tarrant County, in the
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`Northern District of Texas. Neither Facebook nor WhatsApp maintains, operates, or leases any
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`offices, facilities, equipment or other physical locations or property in the Eastern District of
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`Texas.
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`7.
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`In paragraph 6 of plaintiff’s FAC, plaintiff asserts that WhatsApp pays taxes in the
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`Eastern District of Texas to Denton County for its Like Way Data Center. But any local taxes that
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`Facebook and its affiliates pay for the Like Way Data Center are for Tarrant County, not Denton
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`County. Because the Like Way data center is located in the Northwest Independent School District
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`(“NISD”), Facebook, like all other property owners located in the NISD, pays property taxes that
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`NISD collects. For example, the article written by Texas State Representative Charlie Geren,
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`attached as Exhibit 2, discusses the 2015 negotiations that resulted in the Like Way Data Center
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`project, and describes how NISD would collect “more than $150 million in property taxes over the
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`next 20 years” due to the Facebook project.
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`8.
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`It is my understanding that NISD spans three counties: Tarrant and Wise Counties
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`in the Northern District of Texas, and Denton County in the Eastern District of Texas. It is my
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`further understanding that NISD has outsourced its collection of property taxes for all properties
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`Case 2:21-cv-00072-JRG-RSP Document 63-8 Filed 05/25/21 Page 4 of 7 PageID #: 1253
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`located in NISD to the Denton County taxing authority to collect on its behalf. The Denton County
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`tax records (https://www.dentoncounty.gov/841/Search-Property-Tax-Records) referenced by
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`plaintiff in paragraph 5 of the complaint reflect taxes collected from a Facebook subsidiary by
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`Denton County as the outsource agent for NISD. These were not taxes paid for property located
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`in Denton County.
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`9.
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`Plaintiff alleges in paragraph 6 of its FAC that “property records for Tarrant County
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`reveal that the Like Way data center is located in both Tarrant County and Denton County,” citing
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`a “public map viewer” on the Tarrant County website. I have visited the website Plaintiff cites
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`and it expressly states that it does not guarantee the accuracy of the data. I clicked on the link
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`provided in footnote 1 of the FAC (https://gisit.tarrantcounty.com/publicmapviewer/#), and got a
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`notice that the “map was prepared by Tarrant County for general reference purposes only” and
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`“Tarrant County does not guarantee the correctness or accuracy of any features on [its] map.” See
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`Exhibit 3.
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`10.
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`I further clicked the “OK” button after getting the above notice, which I was
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`required to do before proceeding, and I was directed to the Tarrant County website. At that website
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`there is a map of Tarrant County, and an interface that allows the user to search for an address. I
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`entered the address for the Like Way Data Center (4500 Like Way, Fort Worth, TX). This
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`provided a pop-up window with the address and associated account numbers. I selected Account
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`#: 42324937. Attached as Exhibit 4 is a copy of the search output. This search provides
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`information about the property and also provides a link to an actual surveyed map of the property. I
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`accessed this map by clicking the “2072-480” next to “TAD Map.”
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`11.
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`The TAD Map confirms that in the surveyed map of the property that Tarrant
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`County links on its website, the Like Way Data Center is entirely in Tarrant County (i.e., below
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`Case 2:21-cv-00072-JRG-RSP Document 63-8 Filed 05/25/21 Page 5 of 7 PageID #: 1254
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`the light blue county line), with no portion extending into Denton County as pictured in the
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`FAC. See Exhibit 5. The TAD Map is consistent with the actual land plat survey included in
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`Exhibit 1. The TAD Map also indicates that the Like Way Data Center is in the NISD, which
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`spans both Tarrant County and Denton County.
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`12.
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`As can be seen on the TAD Map in Exhibit 5, there is a reference to “F. Cuella
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`Survey A-267” at approximately the same spot in the map where there is a reference to “7R2
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`147.329.” My understanding is that this is a reference to an actual land survey performed by F.
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`Cuella for the Lot 7R2, which is 147.329 acres. Notably, all of Lot 7R2 is in Tarrant County. And
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`as can be seen on the actual land plat in Exhibit 1 (confirming Lot 7R2 is 147.329 acres), Lot 7R2
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`is the same lot that hosts the Like Way Data Center. The consistency between Exhibit 1 and
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`Exhibit 5 further reinforces that the entire Like Way Data Center is in Tarrant County.
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`Case 2:21-cv-00072-JRG-RSP Document 63-8 Filed 05/25/21 Page 6 of 7 PageID #: 1255
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`In paragraph 5 of the FAC, plaintiff states that WhatsApp maintains a regular and
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`13.
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`established place of business at the INAP Data Center in Plano, Texas. The INAP Data Center is
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`owned by INAP, not by Facebook or WhatsApp. For example, the Collin County tax records in
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`Exhibit 6 confirms INAP as the owner of the INAP Data Center. Prior to April 2018, Facebook
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`used INAP Data Center as a colocation facility to host certain servers.
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`14.
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`In paragraph 7 of the FAC, plaintiff states that “the Internap Data Center” “has
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`employees physically located and working in the District.” I am unaware of whether there are
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`INAP employees working in Plano, but there are no WhatsApp or Facebook employees working
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`at the INAP Data Center now, nor were there WhatsApp or Facebook employees who were
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`dedicated to working at, or out of, the INAP Data Center while Facebook was using the INAP Data
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`Center as a colocation facility. Maintenance on the Facebook servers located at the INAP Data
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`Center was performed by INAP employees or other contract workers, or Facebook employees who
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`traveled to Plano from their work locations outside the Eastern District of Texas.
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`15.
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`Facebook terminated its contract for the use of the INAP Data Center and removed
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`all its equipment by April 2018.
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`16.
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`Since April 2018, neither Facebook nor WhatsApp have leased or used the INAP
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`Data Center, or any other facility in the Eastern District of Texas.
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`17.
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`Plaintiff also alleges on information and belief in paragraph 8 of the FAC that
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`WhatsApp has a “hub for employees physically located and working in the District, such as in
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`Plano, Texas and Allen, Texas.” Plaintiff provides no further details. I am not familiar with any
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`“hub for employees” anywhere in the Eastern District of Texas. Neither Facebook nor WhatsApp
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`have any physical places of business in Plano, Texas or Allen, Texas.
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`Case 2:21-cv-00072-JRG-RSP Document 63-8 Filed 05/25/21 Page 7 of 7 PageID #: 1256
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`ExecutedinOQ/Z/CM/
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`, California, on /%(7/; ZM
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`, 2021.
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`Bradley
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`avis .-
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