HomeMy WebLinkAboutContract 46293 ECONOMIC DEVELOPMENT PROGRAM AGREEMENT
This ECONOMIC DEVELOPMENT PROGRAM AGREEMENT
("Agreement") is entered into by and between the CITY OF FORT WORTH, TEXAS
(the "City"), a home rule municipality organized under the laws of the State of Texas,
and THE DANNON COMPANY,INC. a Delaware corporation ("Company").
RECITALS
The City and Company hereby agree that the following statements are true and
correct to the best of their knowledge and constitute the basis upon which the City and
Company have entered into this Agreement:
A. Company is a leading provider of cultured refrigerated dairy products, and
it currently owns and operates a manufacturing facility at 1300 West Peter Smith St. (the
"Land"), as more specifically depicted and described in Exhibit "A", attached hereto
and hereby made a part of this Agreement for all purposes. In return for the economic
development incentives set forth in this Agreement, Company is willing to expand its
operations on the Land to include new product lines. This expansion will necessitate the
installation of new Taxable Tangible Personal Property (as defined in Section 2) on the
Land and an increase in employment levels on the Land, thereby heightening Company's
economic presence in the City.
13. As recommended by the City's 2014 Comprehensive Plan, adopted by the
City Council pursuant to Ordinance No. 21164-03-2014 (the "Comprehensive Plan"),
and in accordance with Resolution No. 3716-03-2009, the City has established an
economic development program pursuant to which the City will, on a case-by-case basis,
offer economic incentives authorized by Chapter 380 of the Texas Local Government
Code that include monetary loans and grants of public money, as well as the provision of
personnel and services of the City, to businesses and entities that the City Council
determines will promote state or local economic development and stimulate business and
commercial activity in the City in return for verifiable commitments from such
businesses or entities to cause specific employment and other public benefits to be made
or invested in the City(the"380 Program").
C. The City has determined that the feasibility of the proposed development
described herein is contingent on Company's receipt of the Program Grants, as provided
in this Agreement. The City Council has determined that the proposed expansion of
F" Company's operations on the Land will benefit and stimulate the local economy and that
Z the 380 Program is an appropriate means to achieve this project. In addition, the City
Council has determined that by entering into this Agreement the potential economic
M benefits that will accrue to the City under the terms and conditions of this Agreement are
�
consistent with the City's economic development objectives, as outlined in the
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OFFICIAL RECORD
Economic Development Program Agreement 89TY SECRETARY
between City of Fort Worth and The Dannon Company,Inc.
�.WORTH,TX
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Comprehensive Plan. This Agreement is authorized by Chapter 380 of the Texas Local
Government Code.
NOW, THEREFORE, in consideration of the mutual benefits and promises
contained herein and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged,the parties agree as follows:
AGREEMENT
1. INCORPORATION OF RECITALS.
The City Council has found, and the City and Company hereby agree, that the
recitals set forth above are true and correct to the best of their knowledge and form the
basis upon which the parties have entered into this Agreement.
2. DEFINITIONS.
In addition to other terms defined in the body of this Agreement, the following
terms have the definitions ascribed to them as follows:
380 Program has the meaning ascribed to it in Recital B.
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 determined by either value or vote.
Central City means the area of the corporate limits of the City within Loop 820
(i) consisting of all Community Development Block Grant ("CDBG")-eligible census
block groups; (ii) all enterprise zones, designated as such pursuant to the Texas
Enterprise Zone Act, Chapter 2303, Subchapter F of the Texas Government Code; (iii) all
census block groups that are contiguous by seventy-five percent (75%) or more of their
perimeters to CDBG-eligible block groups or enterprise zones, as well as any CDBG-
eligible block in the corporate limits of the City outside Loop 820, as more specifically
depicted in the map attached hereto as Exhibit `B", attached hereto and hereby made a
part of this Agreement for all purposes.
Central City Employment Commitment has the meaning ascribed to it in
Section 4.3.3.
Central City Employment Percentage has the meaning ascribed to it in Section
5.4.
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Economic Development Program Agreement
between City of Fort Worth and The Dannon Company,Inc.
Central City Resident means an individual whose principal place of residence is
at a location within the Central City.
Company-Derived Personal Property Tax Revenues means City ad valorem
taxes on Taxable Tangible Personal Property located on the Land. The taxable appraised
value of Taxable Tangible Personal Property located on the Land for any given year will
be established solely by the appraisal district that has jurisdiction over the Land at the
time.
Director means the director of the City's Housing and Economic Development
Department or his authorized designee.
Effective Date has the meaning ascribed to it in Section 3.
Fort Worth Certified M/WBE Company means a minority- or woman-owned
business that(i)has received certification as either a minority business enterprise (MBE),
a woman business enterprise(WBE) or a disadvantaged business enterprise (DBE)by the
North Central Texas Regional Certification Agency (NCTRCA); (ii) has a principal
business office located within the corporate limits of the City that performs a
commercially useful function; and(iii)has provided from such office the services or sales
that Company is seeking to have counted under this Agreement.
Fort Worth Employment Commitment has the meaning ascribed to it in
Section 4.3.2.
Fort Worth Employment Percentage has the meaning ascribed to it in Section
5.3.
Fort Worth Resident means an individual whose principal place of residence is
at a location within the corporate limits of the City.
Fort Worth Supply and Service Spending Commitment has the meaning
ascribed to it in Section 4.4.1.
Fort Worth Supply and Service Spending Percentage has the meaning ascribed
to it in Section 5.5.
Full-time Job means a job provided to one (1) individual by Company for at least
forty(40)hours per week.
Land has the meaning ascribed to it in Recital A.
M/WBE Supply and Service Percentage has the meaning ascribed to it in
Section 5.6.
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Economic Development Program Agreement
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M/WSE Supply and Service Spending Commitment has the meaning ascribed
to it in Section 4.4.2.
Overall Employment Commitment has the meaning ascribed to it in Section
4.3.1.
Overall Employment Percentage has the meaning ascribed to it in Section 5.2.
Phase I Personal Property Commitment has the meaning ascribed to it in
Section 4.2.1.
Phase II Personal Property Commitment has the meaning ascribed to it in
Section 4.2.2.
Program Grants means the annual economic development grants paid by the
City to Company in accordance with this Agreement and as part of the 380 Program.
Program Source Funds means an amount of City funds available for inclusion in
a given Program Grant, which will equal a percentage (calculated in accordance with this
Agreement) of Company-Derived Personal Property Tax Revenues received by the City
during the Twelve-Month Period ending in the same year in which the Program Grant is
payable.
Records has the meaning ascribed to it in Section 4.7.
Supply and Service Expenditures means all expenditures by Company
expended directly for the operation and maintenance of the Land and all improvements
thereon, excluding amounts paid for electric, gas, water and any other utility services as
well as any amounts paid for temporary direct labor on the Land that is connected with
Company's business operations.
Taxable Tangible Personal Property means any personal property that (i) is
subject to ad valorem taxation by the City; (ii) is located on the Land; and (iii) is owned
or leased by Company.
Term has the meaning ascribed to it in Section 3.
Twelve-Month Period means the period between February 1 of a given year and
January 31 of the following year.
3. TERM.
This Agreement will be effective as of the date of execution by both parties (the
"Effective Date") and, unless terminated earlier pursuant to and in accordance with this
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Agreement, will expire on the date as of which the City has paid all Program Grants
required hereunder(the"Term").
4. COMPANY OBLIGATIONS AND COMMITMENTS.
4.1. Use of Land.
Company must use the Land and improvements thereon as a
manufacturing facility for Company's business operations (including any related
activities)throughout the Term of this Agreement.
4.2. Personal Property Improvements.
4.2.1. Phase I.
Company covenants and agrees that Taxable Tangible Personal
Property having a value of at least Nine Million Dollars ($9,000,000.00)
must be in place on the Land as of January 1, 2015, as determined solely
by the appraisal district having jurisdiction over the Land at that time and
reflected in the 2015 certified appraisal roll received by the City from that
appraisal district (the "Phase I Personal Property Commitment").
Failure to meet the Phase I Personal Property Commitment will constitute
an event of default by Company,in which case Section 6.1.1 will apply.
4.2.2. Phase II.
Company covenants and agrees that Taxable Tangible Personal
Property having a value of at least Twelve Million Dollars
($12,000,000.00) over the collective taxable appraised value of Taxable
Tangible Personal Property that was located on the Land in 2016 must be
in place on the Land as of January 1, 2017, as determined solely by the
appraisal district having jurisdiction over the Land at that time and
reflected in the 2017 certified appraisal roll received by the City from that
appraisal district (the "Phase II Personal Property Commitment").
Failure to meet the Phase II Personal Property Commitment will constitute
an event of default by Company, in which case Section 6.1.2 will apply.
4.3. Employment Commitments.
Determination each year of compliance with the following employment
commitments will be based on the employment data provided to the City pursuant
to Section 4.5.1 for the year under evaluation:
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4.3.1. Overall Employment.
Company must provide and fill (i) at least 155 Full-time Jobs on
the Land in 2014 and calendar year 2015 and (ii) at least 175 Full-time
Jobs on the Land in calendar year 2016 and each subsequent calendar year
for the remainder of the Term (for each year above, as applicable, the
"Overall Employment Commitment").
4.3.2. Employment of Fort Worth Residents.
In 2014 and each calendar year thereafter during the Term of this
Agreement, Company must provide and fill at least thirty percent(30%) of
all Full-time Jobs on the Land, regardless of the total number of Full-time
Jobs provided and filled on the Land, with Fort Worth Residents (the
"Fort Worth Employment Commitment"). Full-time Jobs held by Fort
Worth Residents will also count as Full-time Jobs for purposes of
measuring the Overall Employment Commitment outlined in Section
4.3.1.
4.3.3. Employment of Central City Residents.
In 2014 and each calendar year thereafter during the Term of this
Agreement, Company must provide and fill at least twenty-five percent
(25%) of all Full-time Jobs on the Land, regardless of the total number of
Full-time Jobs provided and filled on the Land, with Central City
Residents (the "Central Employment Commitment"). Full-time Jobs
held by Central City Residents will also count as Full-time Jobs for
purposes of measuring the Overall Employment Commitment outlined in
Section 4.3.1 and the Fort Worth Employment Commitment outlined in
Section 4.3.2.
4.4. Supply and Service Spending Commitments.
4.4.1. Supply and Service Expenditures with Fort Worth Companies.
In 2015 and each calendar year thereafter during the Term of this-
Agreement, Company annually must expend at least the greater of(i) One
Hundred Fifty Thousand Dollars ($150,000.00) in Supply and Service
Expenditures, or (ii) thirty percent (30%) of all Supply and Service
Expenditures made in that year, regardless of the total amount of such
Supply and Service Expenditures, with Fort Worth Companies (the "Fort
Worth Supply and Service Spending Commitment").
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4.4.2. Supply and Service Expenditures with Fort Worth Certified
1VI/VVBE Companies.
In 2015 and each calendar year thereafter during the Term of this
Agreement, Company annually must expend at least the greater of(i) One
Hundred Twenty-five Thousand Dollars ($125,000.00) in Supply and
Service Expenditures, or (ii) twenty-five percent (25%) of all Supply and
Service Expenditures made in that year, regardless of the total amount of
such Supply and Service Expenditures, with Fort Worth Certified M/WBE
Companies (the "M/WBE Supply and Service Spending
Commitment"). Supply and Service Expenditures made with Fort Worth
Certified M/WBE Companies will also count as Supply and Service
Expenditures made with Fort Worth Companies for purposes of measuring
the Fort Worth Supply and Service Spending Commitment outlined in
Section 4.4.1.
4.5. Reports and Filings.
4.5.1. Annual Employment Report.
On or before February 1, 2015 and February 1 of each year
thereafter,in order for the City to assess the degree to which the applicable
Overall Employment Commitment, the applicable Fort Worth
Employment Commitment, and the applicable Central City Employment
Commitment were met in the previous calendar year , Company must
provide the Director with a report in a form reasonably acceptable to the
Director that sets forth the total number of individuals, Fort Worth
Residents, and Central City Residents who held Full-time Jobs on the
Land, all as of December 31 (or such other date requested by Company
and reasonably acceptable to the City) of the previous year, together with
reasonable supporting documentation.
4.5.2. Annual Supply and Service Spending Report.
On or before February 1, 2016 and February 1 of each year
thereafter, in order for the City to assess the degree to which the Fort
Worth Supply and Service Spending Commitment and the M/WBE
Supply and Service Spending Commitment were met in the previous
calendar year, Company must provide the Director with a report in a form
reasonably acceptable to the Director that sets forth the total, aggregate
Supply and Service Expenditures made in such calendar year as well as
the aggregate Supply and Service Expenditures made in such calendar
year with Fort Worth Companies and with Fort Worth Certified M/WBE
Companies.
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4.6. Inspections of Land and Improvements.
At any time during Company's normal business hours throughout the
Term and following reasonable notice to Company, the City will have the right to
reasonably inspect and evaluate the Land and any improvements thereon, and
Company will provide full access to the same, in order for the City to monitor
compliance with the terms and conditions of this Agreement. Company will
cooperate fully with the City during any such inspection and evaluation.
Notwithstanding the foregoing, Company will have the right to require that any
representative of the City be escorted by a representative or security personnel of
Company during any such inspection and evaluation, and City shall maintain all
information acquired during such inspection and evaluation as confidential and
proprietary to Company except to the extent that the City is required to release
such information in accordance with applicable law.
4.7. Audits.
The City will have the right throughout the Term to reasonably audit the
financial and business records of Company that relate to Taxable Tangible
Personal Property located on the Land as well as any other documents reasonably
necessary to evaluate Company's compliance with this Agreement or with the
commitments set forth in this Agreement (collectively "Records"). Company
must make all such Records available to the City on the Land or at another
location in the City acceptable to both parties following reasonable advance
notice by the City and will otherwise cooperate fully with the City during any
such audit. City shall maintain all information and Records acquired during such
audit as confidential and proprietary to Company except to the extent that the City
is required to release such information in accordance with applicable law.
5. PROGRAM GRANTS.
Subject to Section 5.8 as well as all other terms and conditions of this Agreement,
(i) if the Phase I Personal Property Commitment set forth in Section 4.2.1 is met,
Company will be entitled to receive one (1) Program Grant in 2016, and (ii) if the Phase
II Personal Property Commitment set forth in Section 4.2.2 is also met, Company will be
entitled to receive an additional four (4) consecutive annual Program Grants in 2017,
2018, 2019 and 2020. The amount of each Program Grant will equal a percentage of the
Program Source Funds available for that year's Program Grant, which percentage will be
based on the extent to which the various commitments set forth in Section 4 were met
and, specifically, will equal (i) twenty percent (20%) of the Program Source Funds
available for the applicable Program Grant, as set forth in Section 5.1,plus (ii) the sum of
the applicable Overall Employment Percentage, the applicable Fort Worth Employment
Percentage, the applicable Central City Employment Percentage, the Fort Worth Supply
and Service Percentage and the M/WBE Supply and Service Percentage, as defined in
Sections 5.2, 5.3, 5.4, 5.5, and 5.6, respectively. In no event will any Program Grant
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exceed fifty percent (50%) of the Program Source Funds available for that year's
Program Grant.
5.1. Attainment of Phase I Personal Property Commitment and
Subsequent Attainment of Phase U Personal Property Commitment
(20%).
Provided that the City is able to verify that the Phase I Personal Property
Commitment set forth in Section 4.2.1 was met, the Program Grant payable in
2016 will include an amount equal to twenty percent (20%) of the Program
Source Funds available for the Program Grant payable in each of those years. In
addition, provided that the City is also able to verify that the Phase II Personal
Property Commitment set forth in Section 4.2.2 was met, the Program Grants
payable in 2017, 2018, 2019 and 2020 will each include an amount equal to
twenty percent (20%) of the Program Source Funds available for the Program
Grants payable in each of those years.
5.2. Overall Employment Commitment(Up to 10%).
Each annual Program Grant will include a percentage of the Program
Source Funds available for that year's Program Grant that is based on Company's
compliance with the applicable Overall Employment Commitment in the previous
calendar year, as outlined in Section 4.3.1 (the "Overall Employment
Percentage"). The Overall Employment Percentage for each Program Grant will
equal the product of ten percent(10%) multiplied by the percentage by which the
applicable Overall Employment Commitment was met in the previous calendar
year, which will be calculated by dividing the actual number of Full-time Jobs
provided and filled on the Land in the previous calendar year by the applicable
number of Full-time Jobs constituting the Overall Employment for the previous
calendar year, as outlined in Section 4.3.1. For example, Section 4.3.1 establishes
the Overall Employment Commitment for the 2015 calendar year at 155 Full-time
Jobs. However, if only 124 Full-time Jobs were provided and filled on the Land
in2015, the Overall Employment Percentage for the Program Grant payable in
2016would be 8% instead of 10% (or .10 x [124/155]), or.10 x .80, or .08. If the
applicable Overall Employment Commitment is met or exceeded in any given
year, the Overall Employment Percentage applicable the Program Grant payable
in the following year will equal ten percent(10%).
5.3. Fort Worth Employment Commitment(Up to 5%).
Each annual Program Grant will include a percentage of the Program
Source Funds available for that year's Program Grant that is based on Company's
compliance with the applicable Fort Worth Employment Commitment in the
previous calendar year, as outlined in Section 4.3.2 (the "Fort Worth
Employment Percentage"). The Fort Worth Employment Percentage for each
Program Grant will equal the product of five percent (5%) multiplied by the
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percentage by which the applicable Fort Worth Employment Commitment was
met in the previous calendar year, which will be calculated by dividing the actual
number of Full-time Jobs provided on the Land that were filled by Fort Worth
Residents in the previous calendar year by the applicable number of Full-time
Jobs constituting the Fort Worth Employment Commitment for the previous
calendar year, as outlined in Section 4.3.2. For example, if 160 Full-time Jobs
were provided and filled on the Land in 2015, under Section 4.3.2 the Fort Worth
Employment Commitment for that year would be 48 Full-time Jobs (30% of 160
Full-time Jobs). However,if only 36 Full-time Jobs provided on the Land in 2015
were filled with Fort Worth Residents, the Fort Worth Employment Percentage
for the Program Grant payable in 2016 would be 3.75% instead of 5% (or .05 x
[36/48]), or .05 x .75, or .0375. If the Fort Worth Employment Commitment is
met or exceeded in any given year, the Fort Worth Employment Percentage
applicable the Program Grant payable in the following year will equal five percent
(5%).
5.4. Central City Employment Commitment(Up to 5%).
Each annual Program Grant will include a percentage of the Program
Source Funds available for that year's Program Grant that is based on Company's
compliance with the applicable Central City Employment Commitment in the
previous calendar year, as outlined in Section 4.3.3 (the "Central City
Employment Percentage"). The Central City Employment Percentage for each
Program Grant will equal the product of five percent (5%) multiplied by the
percentage by which the applicable Central City Employment Commitment was
met in the previous calendar year, which will be calculated by dividing the actual
number of Full-time Jobs provided on the Land that were filled by Central City
Residents in the previous calendar year by the applicable number of Full-time
Jobs constituting the Central City Employment Commitment for the previous
calendar year, as outlined in Section 4.3.3. If the applicable Central City
Employment Commitment is met or exceeded in any given year, the Central City
Employment Percentage applicable the Program Grant payable in the following
year will equal five percent(5%).
5.5. Fort Worth Supply and Service Spending(Up to 5%).
Each annual Program Grant will include a percentage of the Program
Source Funds available for that year's Program Grant that is based on Company's
compliance with the Fort Worth Supply and Service Spending Commitment in the
previous calendar year, as outlined in Section 4.4.1 (the "Fort Worth Supply
and Service Percentage"). The Fort Worth Supply and Service Percentage for
each Program Grant will equal the product of five percent(5%) multiplied by the
percentage by which the Fort Worth Supply and Service Commitment was met in
the previous calendar year, which will be calculated by dividing the amount of
Supply and Service Expenditures made with Fort Worth Companies in the
previous calendar year by the number of dollars comprising the Fort Worth
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Supply and Service Spending Commitment, as outlined in Section 4.4.1. For
example, if Company made $525,000.00 in Supply and Service Expenditures in a
given year, the Fort Worth Supply and Service Spending Commitment for that
year would be $157,500.00 (30% of$525,000:00). However, if Company only
made $126,000.00 in Supply and Service Expenditures with Fort Worth
Companies in that year, the Fort Worth Supply and Service Percentage for the
Program Grant payable in the following year would be 4% instead of 5% (or.05 x
[$126,000/$157,500]), or .05 x .80, or .04. If the Fort Worth Supply and Service
Commitment is met or exceeded in any given year, the Fort Worth Supply and
Service Percentage applicable the Program Grant payable in the following year
will equal five percent(5%).
5.6. Fort Worth M/WBE Supply and Service Spending(Up to 5%).
Each annual Program Grant will include a percentage of the Program
Source Funds available for that year's Program Grant that is based on Company's
compliance with the M/WBE Supply and Service Spending Commitment in the
previous calendar year, as outlined in Section 4.4.2 (the "N/WBE Supply and
Service Percentage"). The Nt"E Supply and Service Percentage for each
Program Grant will equal the product of five percent (5%) multiplied by the
percentage by which the M/WBE Supply and Service Commitment was met in the
previous calendar year, which will be calculated by dividing the amount of
Supply and Service Expenditures made with Fort Worth Certified M/WBE
Companies in the previous calendar year by the number of dollars comprising the
M/WBE Supply and Service Spending Commitment, as outlined in Section 4.4.2.
For example, if Company made only $87,500.00 in Supply and Service
Expenditures with Fort Worth Certified 1VI/W13E Companies in a given year, the
Fort Worth Supply and Service Percentage for the Program Grant payable in the
following year would be 3.5%instead of 5% (or.05 x [$87,500/$125,000]), or .05
x .70, or .035. If the M/WBE Supply and Service Commitment is met or
exceeded in any given year, the M/WBE Supply and Service Percentage
applicable to the Program Grant payable in the following year will equal five
percent(5%).
5.7. No Offsets.
A deficiency in attainment of one commitment may not be offset by the
exceeding attainment of another commitment. For example, if in a given year
other than 2014 Company failed to meet the Central City Employment
Commitment by six(6)Full-time Jobs, but exceeded the Fort Worth Employment
Commitment by six (6) Full-time Jobs, the Central City Employment Percentage
applicable to the Program Grant payable in the following year would still be
reduced in accordance with Section 5.4 on account of the failure to meet the
Central City Employment Commitment.
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5.8. Forfeiture of Certain Grants if Value of Taxable Tangible Personal
Property is Less than $71 Million.
Notwithstanding anything to the contrary in this Agreement, Company
understands and agrees that the City's obligation to pay a Program Grant under
this Agreement applies only if the collective value of all Taxable Tangible
Personal Property for the immediately preceding tax year was at least Seventy-
one Million Dollars ($71,000,000.00), as determined solely by the appraisal
district having jurisdiction over the Land at that time and reflected in the certified
appraisal roll for the tax year in question that is received by the City. In the event
that the certified appraisal roll for the 2016 tax year or any subsequent tax year
reflects that the collective value of Taxable Tangible Personal Property is less
than Seventy-one Million Dollars ($71,000,000.00), then notwithstanding
anything to the contrary in this Agreement, (i) Company will forfeit payment of
the Program Grant that would otherwise be payable under this Agreement in
the same year, and(ii) the City will nevertheless be credited for having paid an
annual Program Grant to Company for purposes of assessing the City's
obligation to pay Company five (S) annual Program Grants under this
Agreement For example, once the City pays Company Program Grants in
accordance with this Agreement in 2016 and 2017, the City will have paid
Company two (2) annual Program Grants. However, if the certified appraisal roll
for the 2018 tax year reflects that the collective value of Taxable Tangible
Personal Property is Sixty-five Million Dollars ($65,000,000.00), then Company
will forfeit payment of the Program Grant that the City otherwise would have
been required to pay in 2018, but the City nevertheless will be credited with
having paid Company a third annual Program Grant for 2018.
5.9. Deadline for Payments and Source of Funds.
The first Program Grant payable hereunder shall be paid by the City on or
before August 1, 2016. Each subsequent annual Program Grant payment will be
made by the City to Company on or before August 1 of the year in which such
payment is due. It is understood and agreed that all Program Grants paid pursuant
to this Agreement will come from currently available general revenues of the City
and not directly from actual Company-Derived Personal Property Tax Revenues.
Company understands and agrees that any revenues of the City other than those
dedicated for payment of a given annual Program Grant pursuant to and in
accordance with this Agreement may be used by the City for any lawful purpose
that the City deems necessary in the carrying out of its business as a home rule
municipality and will not serve as the basis for calculating the amount of any
future Program Grant or other obligation to Company.
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6. DEFAULT,TERNUNATION AND FAILURE BY COMPANY TO MEET
VARIOUS DEADLINES AND COMMITMENTS.
6.1. Failure to Meet Personal Property Commitments.
6.1.1. Failure to Meet Phase I Personal Property Commitment.
Notwithstanding anything to the contrary herein,the City will have
the right to terminate this Agreement immediately upon provision of
written notice to Company, without further obligation to Company
hereunder, if the Phase I Personal Property Commitment, as outlined in
Section 4.2.1, is not met.
6.1.2. Failure to Meet Phase II Personal Property Commitment.
Notwithstanding anything to the contrary herein, the City will have
the right to terminate this Agreement immediately upon provision of
written notice to Company if the Phase II Personal Property Commitment,
as outlined in Section 4.2.2, is not met. In this event,the City will have no
further obligation to Company, with the understanding that Company will
not be required to reimburse the City for any Program Grant paid in 2016
in accordance with this Agreement.
6.2. Failure to Use Land for Business Purposes.
If Company fails to use the Land and improvements thereon as a
manufacturing facility for Company's business operations for more than thirty
(30) consecutive calendar days at any time during the Term of this Agreement for
any reason (other than on account of an event of force majeure or Company's
temporary displacement or business interruption caused by a casualty to
improvements on the Land and resulting ongoing repairs or restoration to those
improvements necessitated by such casualty), Company will be in default under
this Agreement and Section 6.5 will apply.
6.3. No Default for Failure to Meet Employment Commitments or Supply
and Service Spending Commitments, or for Reduction in Value of
Taxable Tangible Personal Property.
If the Overall Employment Commitment, the Fort Worth Employment
Commitment or the Central City Employment Commitment are not met in 2014,
such failure will not constitute an event of default hereunder or provide the City
with the right to terminate this Agreement, but Company will be required to
include with its employment report for 2014, submitted to the City in accordance
with Section 4.5.1, a written explanation as to why any such Commitment was not
met and how it intends to meet such Commitment(s) in the future. Otherwise, if
the Overall Employment Commitment, the Fort Worth Employment
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Commitment, the Central City Employment Commitment, the Fort Worth Supply
and Service Spending Commitment, or the M/WBE Supply and Service Spending
Commitment are not met in any given year, such failure will not constitute an
event of default hereunder or provide the City with the right to terminate this
Agreement, but, rather, will only cause the amount of the Program Grant that the
City is required to pay in the following year to be reduced in accordance with this
Agreement. If the collective value of all Taxable Tangible Personal Property for
any tax year is less than Seventy-one Million Dollars ($71,000,000.00), as
determined solely by the appraisal district having jurisdiction over the Land at
that time and reflected in the certified appraisal roll for the tax year in question
that is received by the City, such event will not constitute an event of default
hereunder or provide the City with the right to terminate this Agreement, but,
rather, will only cause the Program Grant that the City would otherwise be
required to pay in that same year to be forfeited by Company in accordance with
Section 5.8.
6.4. Failure to Submit Reports.
If Company fails to submit any report required by and in accordance with
Section 4.5, the City's obligation to pay any Program Grants at the time, if any,
will be suspended until Company has provided all required reports; provided,
however, that if any report required hereunder is delinquent by more than one (1)
year, Section 6.5 will apply.
6.5. General Breach.
Unless stated elsewhere in this Agreement, Company will be in default
under this Agreement if Company breaches any term or condition of this
Agreement. In the event that such breach remains uncured after thirty (30)
calendar days following receipt of written notice from the City referencing this
Agreement (or, if Company has diligently and continuously attempted to cure
following receipt of such written notice but reasonably requires more than thirty
(30) calendar days to cure, then such additional amount of time as is reasonably
necessary to effect cure, as determined by both parties mutually and in good
faith), the City will have the right to terminate this Agreement immediately by
providing written notice to Company.
6.6. 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, and any branches, divisions, or
departments of Company, does not and will not knowingly employ an
undocumented worker, as that term is defined by Section 2264.00](4) of the
Texas Government Code. In the event that Company, or any branch, division, or
Page 14
Economic Development Program Agreement
between City of Fort Worth and The Dannon Company,Inc.
department of Company, is convicted of a violation under 8 U.S.C. Section
1324a(l) (relating to federal criminal penalties and injunctions for a pattern or
practice of employing unauthorized aliens):
• if such conviction occurs during the Term of this Agreement, this
Agreement will terminate contemporaneously upon such conviction
(subject to any appellate rights that may lawfully be available to and
exercised by Company) and Company must repay, within one hundred
twenty (120) calendar days following receipt of written demand from the
City, the aggregate amount of the Program Grants received by Company
hereunder, if any,plus Simple Interest at a rate of four percent (4%)per
annum;or
• if such conviction occurs after expiration or termination of this
Agreement, subject to any appellate rights that may lawfully be available
to and exercised by Company, Company must repay, within one hundred
twenty (120) calendar days following receipt of written demand from the
City, the aggregate amount of the Program Grants received by Company
hereunder, if any,plus Simple Interest at a rate of four percent (4%)per
annum.
For the purposes of this Section 6.6, "Simple Interest" is defined as a rate of
interest applied only to an original value, in this case the aggregate amount of
Program Grants paid hereunder. This rate of interest can be applied each year, but
will only apply to the aggregate amount of Program Grants paid hereunder and is
not applied to interest calculated. For example, if the aggregate amount of the
Program Grants paid hereunder is $10,000 and such amount is required to be paid
back with four percent (4%) interest five years later, the total amount would be
$10,000 + [5 x ($10,000 x 0.04)], which is $12,000. This Section 6.6 does not
apply to convictions of any subsidiary or affiliate entity of Company, by any
franchisees of Company, or by a person or entity with whom Company contracts.
Notwithstanding anything to the contrary herein, this Section 6.6 will survive the
expiration or termination of this Agreement.
7. INDEPENDENT CONTRACTOR.
It is expressly understood and agreed that Company will operate as an
independent contractor in each and every respect hereunder and not as an agent,
representative or employee of the City. Company will have the exclusive right to control
all details and day-to-day operations relative to the Land and any improvements thereon
and will be solely responsible for the acts and omissions of its officers, agents, servants,
employees, contractors, subcontractors, licensees and invitees. Company acknowledges
that the doctrine of respondeat superior will not apply as between the City and Company,
its officers, agents, servants, employees, contractors, subcontractors, licensees, and
Page 15
Economic Development Program Agreement
between City of Fort Worth and The Dannon Company,Inc.
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.
8. INDEMNIFICATION.
COMPANY, AT NO COST TO THE CITY, AGREES TO DEFEND,
INDEMNIFY AND HOLD THE CITY, ITS OFFICERS,AGENTS SERVANTS AND
EMPLOYEES,ACTING ON ITS BEHALF, HARMLESS AGAINST ANY AND ALL
CLAIMS, LAWSUITS, ACTIONS, COSTS AND EXPENSES OF ANY KIND,
INCLUDING, BUT NOT LIMITED TO, THOSE FOR PROPERTY DAMAGE OR
LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO COMPANY'S BUSINESS
AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL INJURY,
INCLUDING DEATH, TO THE EXTENT CAUSED BY(i) COMPANY'S BREACH
OF ANY OF THE TERMS OR PROVISIONS OF THIS AGREEMENT OR (a) ANY
NEGLIGENT ACT OR OMISSION OR INTENTIONAL MISCONDUCT OF
COMPANY, ITS OFFICERS, AGENTS, ASSOCIATES, EMPLOYEES,
CONTRACTORS(OTHER THAN THE CITI9 OR SUBCONTRACTORS, RELATED
TO ANY OPERATIONS AND ACTIVITIES ON THE LAND AND ANY
IMPROVEMENTS THEREON OR OTHERWISE TO THE PERFORMANCE OF
THIS AGREEMENT. CITYAGREES TO RELEASE AND HOLD THE COMPANY,
ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES AND SUBCONTRACTORS
HARMLESS AGAINST ANY AND ALL CLAIMS, LAWSUITS, ACTIONS, COSTS
AND EXPENSES OF ANY KIND, INCLUDING BUT NOT LIMTED TO, THOSE
FOR PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR
LOSS TO COMPANY'S BUSINESS AND ANY RESULTING LOST PROFITS)
AND/OR PERSONAL INJURY, INCLUDING DEATH, TO THE EXTENT CAUSED
BY ANY BREACH OF THIS AGREEMENT OR NEGLIGENT ACT OR OMISSION
OR INTENTIONAL MISCONDUCT OF CITY, ITS OFFICERS, AGENTS,
ASSOCIATES,EMPLOYEE, OR CONTRACTORS ACTING ONITSBEHALF.
9. NOTICES.
All written notices called for or required by this Agreement must be addressed to
the following, or such other party or address as either party designates in writing, by
certified mail,postage prepaid, or by hand delivery:
City: Company:
City of Fort Worth The Dannon Company,Inc.
Attn: City Manager Attn: Mike Lozano, Controller
1000 Throckmorton 1300 West Peter Smith St.
Fort Worth, TX 76102 Fort Worth,TX 76104
with copies to: with a copy to:
Page 16
Economic Development Program Agreement
between City of Fort Worth and The Dannon Company,Inc.
the City Attorney and The Damon Company,Inc.
Economic/Community Development Attention: Legal Department
Director at the same address 100 Hillside Avenue
White Plains,NY 10603
10. ASSIGNMENT AND SUCCESSORS.
Company may at any time assign, transfer or otherwise convey any of its rights or
obligations under this Agreement to an Affiliate without the approval of the City so long
as Company, the Affiliate and the City first execute an agreement under which the
Affiliate agrees to assume and be bound by all covenants and obligations of Company
under this Agreement. Otherwise, Company may not assign, transfer or otherwise convey
any of its rights or obligations under this Agreement to any other person or entity without
the prior consent of the City Council, which consent will not be unreasonably withheld,
conditioned on(i) the prior approval of the assignee or successor and a finding by the City
Council that the proposed assignee or successor is financially capable of meeting the terms
and conditions of this Agreement and (ii) prior execution by the proposed assignee or
successor of a written agreement with the City under which the proposed assignee or
successor agrees to assume and be bound by all covenants and obligations of Company
under this Agreement. Any attempted assignment without the City Council's prior consent
will constitute grounds for termination of this Agreement following ten(10) calendar days
of receipt of written notice from the City to Company. 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.
11. 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.
12. GOVERNMENTAL POWERS.
It is understood that by execution of this Agreement, the City does not waive or
surrender any of it governmental powers or immunities.
Page 17
Economic Development Program Agreement
between City of Fort Worth and The Dannon Company,Inc.
13. NO WAIVER.
The failure of either party to insist upon the performance of any term or provision
of this Agreement or to exercise any right granted hereunder will not constitute a waiver
of that party's right to insist upon appropriate performance or to assert any such right on
any future occasion.
14. 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 will lie in state courts located in
Tarrant County, Texas or the United States District Court for the Northern District of
Texas—Fort Worth Division. This Agreement will be construed in accordance with the
laws of the State of Texas.
15. NO THIRD PARTY RIGHTS.
The provisions and conditions of this Agreement are solely for the benefit of the
City and Company, and any lawful assign or successor of Company, and are not intended
to create any rights, contractual or otherwise,to any other person or entity.
16. INTERPRETATION.
In the event of any dispute over the meaning or application of any provision of
this Agreement, this Agreement will be interpreted fairly and reasonably, and neither
more strongly for or against any party,regardless of the actual drafter of this Agreement.
17. CAPTIONS.
Captions and headings used in this Agreement are for reference purposes only and
will not be deemed a part of this Agreement.
18. SEVERABILITY.
If any provision of this Agreement is held to be invalid,illegal or unenforceable,
the validity, legality and enforceability of the remaining provisions will not in any way be
affected or impaired.
Page 18
Economic Development Program Agreement
between City of Fort Worth and The Dannon Company,Inc.
19. ENTIRETY OF AGREEMENT.
This Agreement, including any exhibits attached hereto and any documents
incorporated herein by reference, contains the entire understanding and agreement
between the City and Company, and any lawful assign and successor of Company, as to
the matters contained herein. Any prior or contemporaneous oral or written agreement is
hereby declared null and void to the extent in conflict with any provision of this
Agreement. Notwithstanding anything to the contrary herein, this Agreement may not be
amended unless executed in writing by both parties and approved by the City Council of
the City in an open meeting held in accordance with Chapter 551 of the Texas
Government Code.
20. COUNTERPARTS.
This Agreement may be executed in multiple counterparts, each of which will be
considered an original, but all of which will constitute one instrument.
EXECUTED as of the last date indicated below:
CITY OF FORT WORTH: THE DANNON COMPANY,INC.,
a Delaware corporation:
By. B .
Fernando Costa Name:-fi fV4" Cafipt'a
Assistant City Manager Title: 'j.p 0P*f-iVj'1'oti,
Date: /Z Date: }�
Date: Zo jLf
APPROVED AS TO FORM AND LEGALITY:
By: AftesW by0
Peter Vaky
Deputy City Attorney
Ronald P onzal�sA mst. ...
M&C: C-26734 03-25-14 °o
0
Page 19
Economic Development Program Agreement MTV
between City of Fort Worth and The Dannon Company,In . ul
19. ENTIRETY OF AGREEMENT.
This Agreement, including any exhibits attached hereto and any documents
incorporated herein by reference, contains the entire understanding and agreement
between the City and Company, and any lawful assign and successor of Company, as to
the matters contained herein. Any prior or contemporaneous oral or written agreement is
hereby declared null and void to the extent in conflict with any provision of this
Agreement. Notwithstanding anything to the contrary herein, this Agreement may not be
amended unless executed in writing by both parties and approved by the City Council of
the City in an open meeting held in accordance with Chapter 551 of the Texas
Government Code.
20. COUNTERPARTS.
This Agreement may be executed in multiple counterparts, each of which will be
considered an original, but all of which will constitute one instrument.
EXECUTED as of the last date indicated below:
CITY OF FORT WORTH: THE DANNON COMPANY, INC.,
a Delaware corporation:
By: By:
JtsL
Fernando Costa Name:a&ajd,o u�
Assistant City Manager Title: V p n Q
pf,,,� �
Date: Date: L
APPROVED AS TO FORM AND LEGALITY:
By:
Peter Vaky
Deputy City Attorney
M&C: C-26734 03-25-14
Page 19
Economic Development Program Agreement
between City of Fort Worth and The Dannon Company,Inc.
EXHIBITS
"A"—Description and Map Depicting the Land
"B"—Map of Central City
Economic Development Program Agreement
between City of Fort Worth and The Dannon Company,Inc.
i I' EXHIBIT"A".
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Copyright 2014 City of Fort Worth.Unauthorized reproduction is a violation of applicable laws.This product is for informational purposes and may not have been prepared
for or be suitable for legal,engineering,or surveying purposes.It does not represent an on-the-ground survey and represents only the approximate relative location ofproperty
boundaries.The City of Fort Worth assumes no responsibility for the accuracy of said data.
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Legend FORT WORTH Updated 08/27/2014
CDCentral City Boundary
O Zip Codes
CDBG Eligible Area Housing and Economic Development N
O City Limit CDBG Eligible Areas & Central City
X X
City of Fort Worth, Texas
Mayor and Council Communication
COUNCIL ACTION: Approved on 3/25/2014
DATE: Tuesday, March 25, 2014 REFERENCE NO.: C-26734
LOG NAME: 17EDPADANNON
SUBJECT:
Authorize Execution of an Economic Development Program Agreement with The Dannon
Company, Inc., for Improvements to the Manufacturing Facility Located at 1300 West Peter
Smith Street(COUNCIL DISTRICT 9)
RECOMMENDATION:
It is recommended that the City Council authorize the execution of an Economic Development
Program Agreement with The Dannon Company, Inc., for the investment amount of
$21,000,000 in business personal property improvements to the manufacturing facility located
at 1300 West Peter Smith Street.
DISCUSSION:
The Housing and Economic Development Department is proposing a five-year Economic
Development Program Agreement with The Dannon Company, Inc. (Company),that could
potentially grant amounts equal to 50 percent of the City's taxes on the incremental value of
business personal property investment at the site.
Project:
The Company plans to expand its Fort Worth manufacturing facility to include new product
lines. The proposed project is estimated to have at least $9,000,000.00 expended in new
taxable personal property by January 1, 2015 (Phase I). The Company plans to invest an
additional amount of$12,000,000.00 in new taxable business personal property by January 1,
2017 (Phase II). Business personal property value will be determined solely by the Tarrant
Appraisal District.
Failure to meet the Phase I and Phase II business personal property investment by the
completion deadline(s) is a condition of default and will result in immediate termination of the
Agreement.
Should the valuation of the personal property on the premises fall below$71,000,000.00 as of
January 1 of any year after 2015 there shall be no grant allowed that year or any other future
year until the taxable assessed valuation of the personal property equals or exceeds the
$71,000,000.00 threshold.
Employment Commitments:
The Company will retain a minimum of 140 Full-Time Employees (FTEs) and create at least
15 FTEs on the property by December 31, 2014. The number of new FTEs will rise to a
minimum of 35 FTEs by December 31, 2016. The Company will 61130 percent of all jobs
with Fort Worth residents and 25 percent with Fort Worth Central City residents.
Utilization of Fort Worth Companies and Fort Worth Certified M/WBE Businesses (Supply&
Services :
The Company will spend the greater of 30 percent or$150,000.00 of annual discretionary
supply and service expenditures with contractors that are Fort Worth contractors. This amount
applies to all years in which the City participates in the project. The Company will spend the
greater of 25 percent or$125,000.00 of annual discretionary service and supply expenditures
with contractors that are Fort Worth Certified M/WBE contractors (with the understanding that
dollars spent with Fort Worth Certified M/WBE companies will also count as dollars spent
with Fort Worth companies).
Supply and Service Expenditures means all expenditures by the company expended directly
for the operation and maintenance of the development, excluding amounts paid for electric,
gas, water and any other utility services. Supply and Service Expenditures do not include
expenditures for utilities or temporary direct labor at the facility.
City Commitments:
In return for meeting the above commitments, the City will pay Company five annual
Economic Development Program grants equal to a maximum of 50 percent of the City's tax
revenues from the incremental increase in the value of new business personal property at the
site. Except for cases of default, failure to meet a particular commitment will result in a
reduction to the grant amount that Company is entitled to receive in a given year based on the
value assigned to the commitment in accordance with the following chart:
Company Commitment Potential
_ Grant
ersonal Property Investment 20 Percent
Overall Employment 10 Percent
mployment of Fort Worth Residents 5 Percent
mployment of Fort Worth Central City Residents 5 Percent
tilization of Fort Worth Companies for Supplies and Services 5 Percent
tilization of Fort Worth M/WBE Companies for Supplies and 5 Percent
Services
otal 50 Percent
The project is located in COUNCIL DISTRICT 9, Mapsco 76H.
FISCAL INFORMATION/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: Fernando Costa (6122)
Originating Department Head: Jesus Chapa (5804)
Additional Information Contact: Ana Alvarado (212-2680)
Robert Sturns (212-2663)
ATTACHMENTS
1. Dannon_Reference_Map.pdf (Public)
M&C Review Page 1 of 2
Official or 'he CIN o`Fort VVnrt'l,
CITY COUNCILAGENDA FOR-1-11"0011
COUNCIL ACTION: Approved on 3/25/2014
DATE: 3/25/2014 REFERENCE NO.: C-26734 LOG NAME: 17EDPADANNON
CODE: C TYPE: CONSENT HEARING: NO
SUBJECT: Authorize Execution of an Economic Development Program Agreement with The Dannon
Company, Inc., for Improvements to the Manufacturing Facility Located at 1300 West Peter
Smith Street (COUNCIL DISTRICT 9)
RECOMMENDATION:
It is recommended that the City Council authorize the execution of an Economic Development
Program Agreement with The Dannon Company, Inc., for the investment amount of $21,000,000 in
business personal property improvements to the manufacturing facility located at 1300 West Peter
Smith Street.
DISCUSSION:
The Housing and Economic Development Department is proposing a five-year Economic
Development Program Agreement with The Dannon Company, Inc. (Company), that could potentially
grant amounts equal to 50 percent of the City's taxes on the incremental value of business personal
property investment at the site.
Project:
The Company plans to expand its Fort Worth manufacturing facility to include new product lines. The
proposed project is estimated to have at least $9,000,000.00 expended in new taxable personal
property by January 1, 2015 (Phase 1). The Company plans to invest an additional amount of
$12,000,000.00 in new taxable business personal property by January 1, 2017 (Phase 11). Business
personal property value will be determined solely by the Tarrant Appraisal District.
Failure to meet the Phase I and Phase II business personal property investment by the completion
deadline(s) is a condition of default and will result in immediate termination of the Agreement.
Should the valuation of the personal property on the premises fall below $71,000,000.00 as of
January 1 of any year after 2015, there shall be no grant allowed that year or any other future year
until the taxable assessed valuation of the personal property equals or exceeds the $71,000,000.00
threshold.
Employment Commitments:
The Company will retain a minimum of 140 Full-Time Employees (FTEs) and create at least 15 FTEs
on the property by December 31, 2014. The number of new FTEs will rise to a minimum of 35 FTEs
by December 31, 2016. The Company will fill 30 percent of all jobs with Fort Worth residents and 25
percent with Fort Worth Central City residents.
Utilization of Fort Worth Companies and Fort Worth Certified M/WBE Businesses (Supply &
Services):
The Company will spend the greater of 30 percent or$150,000.00 of annual discretionary supply and
service expenditures with contractors that are Fort Worth contractors. This amount applies to all
years in which the City participates in the project. The Company will spend the greater of 25 percent
or$125,000.00 of annual discretionary service and supply expenditures with contractors that are Fort
Worth Certified M/WBE contractors (with the understanding that dollars spent with Fort Worth
Certified M/WBE companies will also count as dollars spent with Fort Worth companies).
http://apps.cfwnet.org/council_packet/mc_review.asp?ID=19560&councildate=3/25/2014 03/26/2014
M&C Review Page 2 of 2
Supply and Service Expenditures means all expenditures by the company expended directly for the
operation and maintenance of the development, excluding amounts paid for electric, gas, water and
any other utility services. Supply and Service Expenditures do not include expenditures for utilities or
temporary direct labor at the facility.
City Commitments:
In return for meeting the above commitments, the City will pay Company five annual Economic
Development Program grants equal to a maximum of 50 percent of the City's tax revenues from the
incremental increase in the value of new business personal property at the site. Except for cases of
default, failure to meet a particular commitment will result in a reduction to the grant amount that
Company is entitled to receive in a given year based on the value assigned to the commitment in
accordance with the following chart:
Company Commitment Potential
Grant
Personal Property Investment 20 Percent
Overall Employment 10 Percent-
Employment of Fort Worth Residents 5 Percent
Employment of Fort Worth Central City Residents 5 Percent
Utilization of Fort Worth Companies for Supplies and Services 5 Percent
Utilization of Fort Worth M/WBE Companies for Supplies and 5 Percent
Services
Total 50 Percent
The project is located in COUNCIL DISTRICT 9, Mapsco 76H.
FISCAL INFORMATION/CERTIFICATION:
The Financial Management Services Director certifies that this action will not increase the total
appropriations of City funds.
TO Fund/Account/Centers FROM Fund/Account/Centers
Submitted for City Manager's Office by: Fernando Costa (6122)
Originating Department Head: Jesus Chapa (5804)
Additional Information Contact: Ana Alvarado (212-2680)
Robert Sturns (212-2663)
ATTACHMENTS
Dannon Reference Map.pdf
http://apps.cfwnet.oi,g/council_packet/mc_rev iew.asp?ID=19560&councildate=3/25/2014 03/26/2014