HomeMy WebLinkAboutContract 55376 DocuSign Envelope ID:5D3608C4-C95D-4E14-BB71-EFD696B635C8
CSC No. 55376
ECONOMIC DEVELOPMENT PROGRAM AGREEMENT
This ECONOMIC DEVELOPMENT PROGRAM AGREEMENT
("Agreement") is entered into by and between the CITY OF FORT WORTH (the
"City"), a home rule municipality organized under the laws of the State of Texas, and
ARIAT INTERNATIONAL, INC., a California corporation("Company").
RECITALS
The City and Company hereby agree that the following statements are true and
correct and constitute the basis upon which the City and Company have entered into this
Agreement:
A. Company designs, manufactures, and sells high quality and performance
footwear, apparel and accessories in the work and equestrian industries. Company wishes
to lease property located at 15201 Blue Mound Road("Development Site")to construct a
new regional distribution hub and corporate office of not less than 800,000 square feet.
Exhibit "A" contains a more detailed description of the Land and is attached hereto and
made a part of this Agreement for all purposes.
B. In order to encourage Company to undertake certain required improvements
and job creation on the Development Site, the City has offered an economic development
incentive consisting of (i) a nine (9)-year real and personal property tax abatement, as
governed by that certain Tax Abatement Agreement to be by and between City, Company,
and NP-OV Fort Worth Project 1, LLC, as authorized by the City Council's approval
during its regular meeting on August 4, 2020, of agenda item M&C 20-0495 ("Tax
Abatement Agreement") and (ii) a one-time grant payment to Company that is based on
new job creation, as authorized by Chapter 380 of the Texas Local Government Code and
governed by this Agreement.
C. Company's investment in the Development Site and its operations thereon
will benefit the City by increasing the scope of an important commercial operation in the
City with significant opportunities for employment and tax base growth.
D. As recommended by the City's 2020 Comprehensive Plan, adopted by the
City Council pursuant to Ordinance No. 24071-03-2020 ("Comprehensive Plan"), and in
accordance with Resolution No. 5039-01-2019 ("Economic Development Program
Policy"or"Policy"),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(11380 Program")
OFFICIAL RECORD
Economic Development Program Agreement
between City of Fort Worth and Ariat International,Inc. CITY SECRETARY
FT. WORTH, TX
DocuSign Envelope ID:5D3608C4-C95D-4E14-BB71-EFD696B635C8
E. The economic development grant set forth in this Agreement (referred to
herein as the Jobs Grant) is authorized by Section 14 (Employment Designated Project
Fund Incentives) of the Policy.
F. The City Council has determined that the feasibility of the proposed
business expansion project described herein is contingent on Company's receipt of the Jobs
Grant. The City Council has determined that the development and use of the Jobs Grant
will benefit and stimulate the local economy and that 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 benefits that will accrue to the City are
consistent with the City's economic development objectives, as outlined in the
Comprehensive Plan. This Agreement is authorized by Chapter 380 of the Texas Local
Government Code.
NOW, THEREFORE, in consideration of the 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 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 will have the definitions ascribed to them as follows:
380 Program has the meaning ascribed to it in Recital D.
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.
Development Site has the meaning ascribed to it in Recital A.
Director means the director of the City's Economic Development Department or
his authorized designee.
Effective Date has the meaning ascribed to it in Section 3.
Economic Development Program Agreement
between City of Fort Worth and Ariat International,Inc.
DocuSign Envelope ID:5D3608C4-C95D-4E14-BB71-EFD696B635C8
Full-time Equivalent Job means a job provided on the Development Site by
Company or a Third-Party Logistics Provider to one (1) or more individuals for at
least thirty(30)hours per week.
Jobs Grant means the one-time economic development grant paid to Company
from the City's Designated Project Fund under Section 14 of the Policy for Full-time Jobs
retained for at least three (3)years at certain minimum Salary levels, as outlined in Section
4 of this Agreement.
New Job has the meaning ascribed to it in Section 4.
Policy has the meaning ascribed to it in Recital D.
Records has the meaning ascribed to it in Section 6.
Salary means direct pay and planned bonuses, but not benefits, expense
reimbursements, or discretionary bonuses.
Tax Abatement Agreement has the meaning ascribed to it in Recital B.
Term has the meaning ascribed to it in Section 3.
Third-Party Logistics Provider means a specialized provider offering
distribution, warehousing and fulfillment services.
3. TERM.
This Agreement will take effect on the last date as of which all parties have
executed this Agreement("Effective Date"),and,unless terminated earlier pursuant to and
in accordance with this Agreement, will expire on the date as of which the City has paid
the Jobs Grant required hereunder ("Term").
4. OBLIGATIONS AND COMMITMENTS.
4.1 Company will be entitled to receive a one-time Jobs Grant of up to Two
Hundred Twelve Thousand Dollars and Zero Cents ($212,000.00) in
accordance with the terms of this Agreement.
4.2 To receive the Jobs Grant, Company must employ and continually retain a
certain number of new Full-Time Equivalent Jobs for a period of at least three
consecutive years (each a "New Job"). A Full-Time Equivalent Job will be
considered new if the individual was hired on or after December 31, 2021.
4.3 The amount of the Jobs Grant will be based on the number of New Full-
time Equivalent Jobs at the Development Site as of December 31 of the year
preceding the year in which the Jobs Grant is paid. Specifically, the amount of the
Economic Development Program Agreement
between City of Fort Worth and Ariat International,Inc.
DocuSign Envelope ID:5D3608C4-C95D-4E14-BB71-EFD696B635C8
Jobs Grant will equal the sum of the "Maximum Amount Toward Jobs Grant Per
New Job"referenced in the chart set forth in Exhibit"B",attached hereto and made
a part of this Agreement for all purposes, applicable to each New Job. The number
of New Jobs and the"Annual Salary of each New Job" (as set forth in Exhibit`B")
will be determined on the basis of the annual employment and salary reports filed
by Company in accordance with Section 5.
4.4 Company has the right to select the calendar year in which it desires the
Jobs Grant to be calculated and paid, provided that the earliest year in which the
Jobs Grant may be paid is 2025, with the last year being 2028.
4.5 City will pay the Company the Jobs Grant within thirty (30) days after the
Director verifies the employment requirements set forth herein, including the
number of New Jobs and the period of employment.
5. REPORTS.
5.1 Annual Employment and Salary Report.
On or before February 1, 2022 and February 1 of each year thereafter, in
order for the City to assess the degree to which the New Jobs for the previous
calendar year were met, as well as to verify the average annual Salary of all New
Jobs at the Development Site, Company must provide the Director with a report in
a form reasonably acceptable to the Director that sets forth the total number of
individuals who held Full-time Jobs at the Development Site, as well as the Salary
of each, 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.
5.2 Additional Information.
Company agrees to provide the City with any additional information that
the City may reasonably require in order to ascertain Company's compliance with
this Agreement and to assist the City in properly calculating the Annual Grants and
the Jobs Grant payable in accordance with this Agreement.
6. AUDITS.
The City will have the right throughout the Term, but no more than once per year,
to audit the financial and business records of Company or any Affiliate that relate to this
Agreement as well as any other documents necessary to evaluate Company's compliance
with this Agreement or with the commitments set forth in this Agreement (collectively
"Records"). Company must make all Records available to the City on the Development
Site 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
Economic Development Program Agreement
between City of Fort Worth and Ariat International,Inc.
DocuSign Envelope ID:5D3608C4-C95D-4E14-BB71-EFD696B635C8
audit. This provision will survive the expiration or early termination of this Agreement for
a period of two years.
7. APPLICATION FEE AND FEE CREDIT.
Company has paid an economic development incentive application fee of
$5,000.00. Of this, $2,000.00 is non-refundable and will be used to offset costs incurred
by City staff in processing the application and preparing this Agreement.
8. DEFAULT, TERMINATION AND FAILURE BY COMPANY TO MEET
VARIOUS DEADLINES AND COMMITMENTS.
8.1. Failure to Submit Reports.
If Company fails to submit any report required by and in accordance with
Section 5, the City's obligation to pay any Jobs Grant, 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, the City will
have the right to terminate this Agreement following provision of notice and
opportunity to cure in accordance with Section 8.2
8.2. 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.
8.3. 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
department of Company,is convicted of a violation under 8 U.S.C.Section 1324a(fl
(relating to federal criminal penalties and injunctions for a pattern or practice of
employing unauthorized aliens):
Economic Development Program Agreement
between City of Fort Worth and Ariat International,Inc.
DocuSign Envelope ID:5D3608C4-C95D-4E14-BB71-EFD696B635C8
• 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 (4016)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(4016)per annum.
For the purposes of this Section, "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 9.6 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 9.6 will survive the expiration or termination of this
Agreement.
9. 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 Required Improvements and the Development Site 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 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.
Economic Development Program Agreement
between City of Fort Worth and Ariat International,Inc.
DocuSign Envelope ID:5D3608C4-C95D-4E14-BB71-EFD696B635C8
10. INDEMNIFICATION.
COMPANY, AT NO COST TO THE CITY, AGREES TO DEFEND,
INDEMNIFY AND HOLD HARMLESS THE CITY, ITS OFFICERS, AGENTS
SERVANTS, REPRESENTATIVES, AND EMPLOYEES, AGAINST ANY AND ALL
THIRD PARTY CLAIMS,LAWSUITS,ACTIONS, COSTS,AND EXPENSES OF ANY
KIND, INCLUDING, BUT NOT LIMITED TO, THOSE FOR PROPERTY DAMAGE
OR LOSS (INCLUDING, BUT NOT LIMITED TO, ALLEGED DAMAGE OR LOSS
TO COMPANY'S BUSINESS AND ANY RESULTING LOST PROFITS) AND
PERSONAL INJURY, INCLUDING, BUT NOT LIMITED TO, DEATH, THAT MAY
RELATE TO,ARISE OUT OF, OR BE OCCASIONED BY(i) COMPANY'S BREACH
OF ANY OF THE TERMS OR PROVISIONS OF THIS AGREEMENT OR (ii) ANY
NEGLIGENT ACT OR OMISSION OR INTENTIONAL MISCONDUCT OF
COMPANY, ITS OFFICERS, AGENTS, ASSOCIATES, EMPLOYEES,
CONTRACTORS (OTHER THAN THE CITY) OR SUBCONTRACTORS, RELATED
TO THE DEVELOPMENT SITE, OR OTHERWISE TO THE PERFORMANCE OF
THIS AGREEMENT.
11. 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 Ariat International, Inc.
Attn: City Manager Attn: Pankaj Gupta
200 Texas Street 3242 Whipple Road
Fort Worth, TX 76102 Union City, CA 94587
Legal@ariat.com
with copies to:
the City Attorney at the same address with copies to:
and the following: Sharon Welhouse
Principal
City of Fort Worth Ryan, LLC
Attn: Director 100 Congress Avenue,#1900
Economic Development Department Austin, Texas 78701
1150 South Freeway Sharon.Welhouse@ryan.com
Fort Worth, TX 76104
12. 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
Economic Development Program Agreement
between City of Fort Worth and Ariat International,Inc.
DocuSign Envelope ID:5D3608C4-C95D-4E14-BB71-EFD696B635C8
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 will be deemed "Company" for all purposes under this
Agreement.
13. COMPLIANCE WITH LAWS, ORDINANCES, RULES AND
REGULATIONS.
This Agreement will be subject to all applicable federal, state and local laws,
ordinances, rules and regulations, including, but not limited to, all provisions of the City's
Charter and ordinances, as amended.
14. GOVERNMENTAL POWERS.
It is understood that by execution of this Agreement, the City does not waive or
surrender any of it governmental powers or immunities.
15. 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 parry's right to insist upon appropriate performance or to assert any such right on
any future occasion.
16. VENUE AND CHOICE OF LAW.
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.
Economic Development Program Agreement
between City of Fort Worth and Ariat International,Inc.
DocuSign Envelope ID:5D3608C4-C95D-4E14-BB71-EFD696B635C8
17. 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.
18. INTERPRETATION.
In the event of any dispute over the meaning or application of any provision of this
Agreement, this Agreement must be interpreted fairly and reasonably, and neither more
strongly for or against any party, regardless of the actual drafter of this Agreement.
19. CAPTIONS.
Captions and headings used in this Agreement are for reference purposes only and
will not be deemed a part of this Agreement.
20. 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.
21. 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.
22. 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.
23. ELECTRONIC SIGNATURES
This Agreement may be executed by electronic signature,which will be considered
as an original signature for all purposes and have the same force and effect as an original
signature. For these purposes, "electronic signature" means electronically scanned and
transmitted versions (e.g. via pdf file or facsimile transmission) of an original signature, or
signatures electronically inserted via software such as Adobe Sign.
Economic Development Program Agreement
between City of Fort Worth and Ariat International,Inc.
DocuSign Envelope ID:5D3608C4-C95D-4E14-BB71-EFD696B635C8
EXECUTED as of the last date indicated below:
CITY OF FORT WORTH: ARIAT INTERNATIONAL, INC.
a California corporation:
Docu Signed by:
By:
Jesus Chhaapa(Mar5,2(022111� By
1:18 CST) �� a
Jesus Chapa ankaj upta
Deputy City Manager CFO/COO
Date: Mar 5, 2021 Date: 2/25/2021
CONTRACT COMPLIANCE MANAGER:
By signing below, I hereby acknowledge that I
am the person responsible for the monitoring
and administration of this contract, including
ensuring all performance and reporting
requirements:
By:
Name of City Employee: Robert Sturns
Title: Director
APPROVED AS TO FORM AND LEGALITY:
By:
Tyler F. Wallach
Assistant City Attorney
M&C: 20-0495 (August, 4, 2020)
Form 1295: 2020-578020
ATTEST
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By. �o
Mary Kayser P v o o=�
City Secretary ���'�°°° a41
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OFFICIAL RECORD
Economic Development Program Agreement
between City of Fort Worth and Ariat International,Inc. CITY SECRETARY
FT. WORTH, TX
DocuSign Envelope ID:5D3608C4-C95D-4E14-BB71-EFD696B635C8
EXHIBIT "A"
Description and May Depicting the Development Site
BEING a tract of land situated in the A. King Survey, Abstract No. 710, the W. Sample Survey,
Abstract No. 1207,the L. Butler Survey,Abstract No. 64, and the A. Robertson Survey,Abstract
No. 1553,Denton County,Texas and being part of that certain tract of land described by deed to
M.T.Cole Family Partnership Number 2,LP,recorded in Instrument Number 2009102749,Deed
Records,Denton County,Texas, said tract of land being more particularly described by metes and
bounds as follows:
COMMENCING at a point in the northerly right-of-way line of F.M. 156(variable width public
right-of-way), recorded in Instrument Number 2007-110923, Deed Records, Denton County,
Texas, the southeast corner of Lot 4, Block 1, Dave Addition, an addition to the City of Fort
Worth, according to the plat recorded in Instrument Number 2018-152, Plat Records, Denton
County, Texas, in a non-tangent curve to the left having a central angle of 15°36'59", a radius of
2,964.79 feet,a chord bearing and distance of South 84°36'55"West—805.57 feet and from which
a found 1/2" iron rod with cap stamped "SPIARS ENG"bears South 80°58'17" East,a distance of
0.90 feet;
With the north right-of-way line of said F.M.156 the following courses and distances:
With said non-tangent curve to the left in a southwesterly direction,an arc length of 808.07 feet to
a point for the most southerly southwest corner of said Lot 4, Block 1, Dave Addition, being in
centerline of Elizabeth Creek and the POINT OF BEGINNING of herein described tract of land
and the beginning of a non-tangent curve to the left having a central angle of 05°26'35",a radius of
2,964.79 and a chord bearing and distance of South 74°05'09"West—281.54 feet;
With said non-tangent curve to the left in a southwesterly direction,an arc length of 281.65 feet to
a point;
South 81°12'39"West,a distance of 106.20 feet to a point for the beginning of a non-tangent curve
to the left having a central angle of 26°37'57", a radius of 2,984.79 feet and a chord bearing and
distance of South 56'02'18"West— 1,374.95 feet;
With said non-tangent curve to the left in a southwesterly direction, an arc length of 1,387.40 feet
to a point;
South 47'16'39"East,a distance of 20.00 feet to a point for the beginning of a non-tangent curve
to the left having a central angle of 01°1 F35", a radius of 2,964.79 feet and a chord bearing and
distance of South 42°07'32" West—61.73 feet;
With said non-tangent curve to the left in a southwesterly direction,an arc length of 61.73 feet to a
point;
South 41°31'45"West,a distance of 2,286.16 feet to a point for the beginning of a curve to the left
having central angle of 00°50'15", a radius of 4,683.66 feet and a chord bearing and distance of
South 41°06'37"West—68.46 feet;
Economic Development Program Agreement
between City of Fort Worth and Ariat International,Inc.
DocuSign Envelope ID:5D3608C4-C95D-4E14-BB71-EFD696B635C8
With said curve to the left in a southwesterly direction,an are length of 68.46 feet to a point in the
northerly right-of-way line of said F.M. 156;
THENCE North 47°51'10" West, departing the northerly right-of-way line of said F.M. 156,
crossing into said M.T. Cole Family Partnership No. 2,LP, a distance of 102.37 feet to a point;
THENCE North 41°00'36"West, a distance of 100.72 feet to a point;
THENCE North 47°51'10" West,a distance of 888.32 feet to a point;
THENCE North 41°31'45" East,a distance of 1,171.00 feet to a point;
THENCE North 19'04'13" East,a distance of 117.80 feet to a point;
THENCE North 41°31'45" East,a distance of 75.59 feet to a point;
THENCE North 63'59'17" East,a distance of 117.80 feet to a point;
THENCE North 41°31'45"East,a distance of 888.30 feet to a point in the southerly line of a certain
tract of land described in deed to Forestar(USA) Real Estate Group, Inc. recorded in Instrument
Number 2018-27156, Deed Records, Denton County, Texas and the approximate centerline of
Elizabeth Creek;
THENCE with the approximate centerline of said Elizabeth Creek and with the southerly line of
said to Forestar(USA)Real Estate Group, Inc. tract the following courses and distances:
South 61°35'42"East,a distance of 77.25 feet to a point;
South 75°35'06"East,a distance of 572.39 feet to a point;
North 77°13'32" East,a distance of 487.75 feet to a point;
North 29'1018" East,a distance of 163.71 feet to a point;
South 80°48'42"East,a distance of 175.36 feet to a point;
North 67°02'13" East,a distance of 406.53 feet to a point;
North 47°37'34" East,a distance of 257.66 feet to a point;
North 36°4V52" East,a distance of 119.87 feet to a point;
North 80°04'54" East,a distance of 80.79 feet to a point;
South 55°06'26"East,a distance of 248.69 feet to a point;
South 04°57'53"East,a distance of 134.41 feet to a point;
South 65°53'00" East, a distance of 67.91 feet to the POINT OF BEGINNING and containing a
calculated area of 3,257,120 square feet or 74.773 acres of land.
Economic Development Program Agreement
between City of Fort Worth and Ariat International,Inc.
DocuSign Envelope ID:5D3608C4-C95D-4E14-BB71-EFD696B635C8
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Copyright 2020 City of Fort Worth.Unauthorized reproduction is a violation of applicable laws.This products
of 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 on the approximate
relative location of property boundaries.The City of Fort Worth assumes no responsibility for the accuracy of
said data.
Economic Development Program Agreement
between City of Fort Worth and Ariat International,Inc.
DocuSign Envelope ID:5D3608C4-C95D-4E14-BB71-EFD696B635C8
EXHIBIT "B"
Chart for New Jobs Eligible for Jobs Grant from
Employment Designated Proiect Fund
Maximum Amount Toward Jobs Grant
Annual Salary of each New Job Per New Job
$58,552-$73,111 $1,000
$73,112-$87,671 $1,500
$87,672-$102,231 $2,000
$102,232 or above $2,500
Economic Development Program Agreement
between City of Fort Worth and Ariat International,Inc.
12/28/2020 M&C Review
Official site of the City of Fort Worth,Texas
CITY COUNCIL AGENDA FORTTII
DATE: 8/4/2020 REFERENCE M&C 20- LOG NAME: 17ARIATINCENTIVEAGREEMENT
NO.: 0495
CODE: C TYPE: NOW PUBLIC NO
CONSENT HEARING:
SUBJECT. (CD 7)Authorize Execution of Tax Abatement and Economic Development Program
Agreement with Ariat International, Inc. and NP-OV Fort Worth Project 1, LLC, or
Affiliates, for a Corporate Office and Regional Distribution Hub to be Located at 15201
Blue Mound Road in Tax Abatement Reinvestment Zone No. 100, City of Fort Worth
Texas (Continued from a Previous Meeting)
RECOMMENDATION:
It is recommended that:the City Council:
1. Authorize the City Manager to execute a 9-year Tax Abatement Agreement with Ariat International, Inc.
and NP-OV Fort Worth Project 1, LLC, or affiliates„ for development an approximately 800,000 square
foot corporate office and regional distribution hub to be located at 15201 Blue Mound Road in Tax
Abatement Reinvestment Zone No. 100, City of Fort Worth Texas; and
2. Authorize the City Manager to execute an Economic Development Program Agreement with Ariat
International, Inc., or an affiliate, for a one-time grant from the Economic Development Designated Project
Fund based on new job creation, as authorized by Chapter 380 of the Texas Local Government Code and
Section 14 of the City's Economic Development Program Policy.
DISCUSSION:
As part of a competitive site selection process, Ariat International, Inc. ("Company"), is considering the
lease of approximately 800,000 square feet of an exsiting office/manufacturing facility owned by NP-OV
Fort Worth Project 1, LLC ("Owner") at 15201 Blue Mound Road ("Project Site"). The Project Site would be
redeveloped into a regional distribution hub and corporate office for Company's business operations. In
order to facilitate the selection of Fort Worth as the preferred location, staff is proposing that the City enter
into a Tax Abatement Agreement with Company and Owner to incentivize Company's decision..
Under the proposed terms, Company will expend or cause to be expended a minimum of $43,000,000 in
construction costs for the required improvements by the "completion date", which will be the date as of
which all occupiable space comprising the Development has received a temporary or final certificate of
occupancy from the City. The completion date for the Development must occur on or before December 31,
2021. Company must locate or cause to be located taxable business personal property (BPP) that is new to
the City of Fort Worth on the Project Site having a minimum taxable appraised value of $30,000,000 by
January 1, 2022.
The Company will spend or cause to be expended 15\% of total construction costs (hard and soft) for the
required improvements with contractors that are Minority/Women Owned Business Enterprise companies
located within the market areas applicable to the six county areas where the City spends 80\% of its tax
dollars. Those counties are Tarrant, Dallas, Denton, Johnson, Parker and Wise. Only firms with a principal
office in the market area will be counted towards the M/WBE goals. Failure to meet the M/WBE construction
requirement will result in a reduction of the maximum potential grant percentage by 10 percentage points.
Company must provide a minimum of 450 full-time jobs (consisting of 75 Ariat-employed corporate office
positions and 375 indirect employees from a third-party provider) on the Project Site under the schedule
below. The average annual salary for all full-time jobs must be a minimum of$43,992.00.
75 full time jobs as of December 31, 2021
125 additional full-time jobs as of December 31, 2022 (total 200 jobs)
125 additional full-time jobs as of December 31, 2023 (total 325 jobs)
125 additional full-time jobs as of December 31, 2024 (total 450 jobs)
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In return, the City will grant a 40 percent tax abatement on the incremental increase in value of real and
personal property improvements for a period of nine years. Company must meet specific construction
spending and annual employment commitments in order to achieve the maximum amount of potential
incentive for each abatement year.
Maximum Potential Abatement Percentage with Corresponding Commitments
Property Owner or Company Commitment Potential
Abatement
Base Commitment: Real and Personal Property Investment =
$73,000,000
25\%
(Base Commitment will be reduced by 10\% if MWBE Commitment
is not met)
Annual Commitments:
Average Annual Salary for all Full-Time Jobs > $43,992.00 10\%
Overall Employment Per Schedule Outlined Above 5\%
TOTAL* 40\%
Staff is also recommending that the City enter into an Economic Development Program Agreement with
Company pursuant to Section 14 of the Economic Development Program Policy. Under the Economic
Development Program Agreement, the City will provide a one-time cash grant from the Designated Project
Fund of up to $212,000.00 to be paid upon confirmation of job creation and retention for a minimum of
three years as of December 31 of the year preceding the year in which the grant is paid. Company will
have the right to select the year in which it wishes the grant to be calculated and paid, provided that the
earliest year in which the grant may be paid will be 2025 (based on verified employment and retention for a
minimum of three years as of December 31, 2024) and the last year in which the grant may be paid will be
2028 (based on verified employment and retention for a minimum of three years as of December 31, 2027).
The specific amount of the grant will be based on the number of such jobs that pay salaries in accordance
with the following table:
TABLE III-II Maximum Amount per New Position
Maximum Amount Per New
Minimum Annual Wage Rate Position
$58,552 - $73,111 $1,000
$73,112 - $87,671 $1,500
$87,672 - $102,231 $2,000
$102,232 or above $2,500
The City will not pay a grant for any new jobs created after December 31, 2024.
This project is located in COUNCIL DISTRICT 7.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that upon final approval of the Tax Abatement Agreement, a loss of 40% of
property tax revenue may occur over the next nine years. This reduction in revenue will be incorporated into
the long term financial forecast upon the Tax Abatement being officially granted.
TO
Fund Department Account Project Program Activity Budget Reference# Amount
ID ID Year Chartfield 2
FROM
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F l(Dund
d Department Account Project Program Activity Budget Reference# Amount
ID ID Year Chartfield 2
Submitted for City Manager's Office by_ Jay Chapa (5804)
Originating Department Head: Robert Sturns (2663)
Additional Information Contact: Robert Sturns (2663)
ATTACHMENTS
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