HomeMy WebLinkAboutContract 56461 MY SEMARY
COUTRACT NO.
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 SMARTACTION,LLC, a Delaware limited
liability company(`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 provides artificial intelligence-based services to businesses across
diverse industries.
B. Company is rapidly expanding its presence and market share in the United States,
with its headquarters currently in El Segundo,California.
C. Company desires to relocate its corporate headquarters to the City of Fort Worth,
which will be temporarily located at 9800 Hillwood Parkway in Fort Worth("Temporary Site"),
as more specifically described in Exhibit"A".
D. On or before January 1, 2022, Company must execute a lease for a minimum of
7,400 square feet of office space in a building situated in the territorial boundaries of the City of
Fort Worth; which will be used for the Company's permanent headquarters for its business
operations(`Permanent Site").
E. To facilitate the relocation of the Company's headquarters,the City has agreed to
provide a grant to the Company for a maximum amount of $10,000.00 for each full-time job
provided by the Company with an annual salary over$65,800.00, for a total grant amount not to
exceed$660,000.00.
F The relocation of Company's headquarters to the City of Fort Worth and
Company's operations therein will benefit the City by increasing the scope of an important
technological operation in the City with significant opportunities for employment and tax base
growth.
G. As recommended by the City's 2021 Comprehensive PIan, adopted by the City
Council pursuant to Ordinance No. 24732-032021 ("Comprehensive Plan"), and in accordance
with Resolution No. 5338-01-2021 ("Policy"),the City has established an economic development
program pursuant to which the City will, an 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
RECEIVED CITY SECRETARY
} ' r 20 Fv.-nomic Development Program Agreement FT WORTH,TX
MYOPMrWom between City of Fort Worth and SmartAction,LLC 1 of 12
�IiYSECRL�7AAY
H. The economic development grant set forth in this Agreement (referred to as the
Jobs Grant) is authorized by Section 9 (Eligibility Requirements for Technology Company
Projects)of the Policy.
I. The City Council has determined that the feasibility of the proposed business
relocation project described herein is contingent on Company's receipt of the Jobs Grants.
J. 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.
K. 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 G.
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.
Director means the director of the City's Economic Development Department or that
person's authorized designee.
Effective Date has the meaning ascribed to it in Section 3.
Emnloyment Commitment has the meaning ascribed to it in Section 4.5.1.
Full-time Job means a job provided to one (1) individual by Company at the Temporary
Site or Permanent Site or through telecommuting for at least forty(40)hours per week.
Jabs 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.
Economic Development Program Agreement
between City of Fort Worth and smartAction,LLC 2 of t2
Permanent Site has the meaning ascribed to it in Recital D.
Program Cat means Six Hundred Sixty Thousand Dollars and Zero Cents($660,000.00),
which is the aggregate amount of Jobs Grant that the City is obligated to pay under this Agreement
Records has the meaning ascribed to it in Section 6.2.
Palicy has the meaning ascribed to it in Recital G.
Salary means direct pay and planned bonuses, but not benefits, expense reimbursements,
or discretionary bonuses.
Salary Commitment has the meaning ascribed to it in Section 4.5.3.
Telecommute means a work arrangement in which a Company employee performs the
duties and responsibilities of such employee's position, and other authorized activities, from an
approved worksite other than the Temporary Site or Permanent Site.
TemporaKy Site has the meaning ascribed to it in Recital C.
Term has the meaning ascribed to it in Section 3.
3. TERM.
This Agreement will be effective as of June 8, 2021,which is the date on which the City
Council approved 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 all
Jobs Grants required hereunder "Term").
4. OBLIGATIONS AND COMMITMENTS.
4.1 Company will be entitled to receive a one-time Jobs Grant of Six Hundred Sixty
Thousand Dollars and Zero Cents($660,000.00) in accordance with the terms of
this Agreement.
4.2 Subject to the terms of this Agreement, to receive the Jobs Grant, the Company
meet all of the following:
4.2.1 From the Effective Date until no later than December 31,2021,Company
must lease office space at the Temporary Site for use as Company's
headquarters.
4.2.2 On or before January 1, 2022, Company must execute a lease for the
Permanent Site for a term of no less than three years and occupy said site
for use as its headquarters.
4.3 Payment of the Jobs Grant is contingent upon Company fulfilling the requirements
set forth in Section 4.2. Upon receipt of proof of Company's lease of the
Permanent Site and Director's verification of the same,the City will issue payment
to the Company for the full amount of the Jobs Grant within thirty (30) calendar
days after the Director's verification.
Economic Development Program Agreement
between City of Fort Worth and SmartAction,LLC 3 of 1
4.4 Notwithstanding anything to the contrary, City's obligation to pay Company the
Jobs Grant under this Agreement is limited by the Program Cap.
4.5 Subject to the terms of this Agreement, to retain the Jobs Grant, Company must
meet the following:
4.5.1 Company must employ and retain at least 66 Full-Time Jobs by December
31,2022 ("Employment Commitment").
4.5.2 Company must continually retain all 66 Full-time Jobs through December
31,2025.
4.5.3 The average annual Salary, measured on a calendar year basis, of the 66
Full-time Jobs pursuant to the Employment Commitment must equal at
least$65,800.00("Salary Commitment").
4.5.4 Determination each year of compliance with the Employment
Commitment and Salary Commitment will be based on the employment
data provided to the City pursuant to this Agreement for the year under
evaluation.
5. REPORTS.
5.1 Annual Employment and Salary Report.
On or before February 1,2023 and February 1 of each year thereafter,in order for
the City to assess the degree to which the Jobs for the previous calendar year were met,as
well as to verify the average annual Salary of all Jobs, 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, 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, which
includes, but is not limited to, payroll exports or withholding documentation (with
confidential employee information redacted). For the sake of clarity, Company must
submit is final compliance report on or before February 21, 2026 for the City to confirm
Company's compliance with the 2025 performance period.
5.2 Additional Information.
Company agrees to provide the City with any additional information that the
Director may reasonably require to ascertain Company's compliance with this Agreement
and to assist the City in properly calculating Jobs Grants payable or subject to repayment
in accordance with this Agreement.
6. INSPECTIONS AND AUDIT
6.1 Inspections.
6.1.1 At any time during Company's normal business hours throughout the
Term and following reasonable notice to Company,the City will have the
Economic Development Program Agreement
between City of Fort Worth and SmartAction,LLC )f 1:
right to inspect and evaluate the Temporary Site and Permanent Site, and
Company must 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.
6.1.2 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.
6.2 Audits.
The City will have the right throughout the Term 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 at the Temporary Site or Permanent Site,as applicable,or
at another location in the City with reasonable advance notice that is acceptable to both
parties. Company will otherwise cooperate fully with the City during any audit assuming
that reasonable advance notice acceptable to both parties has been provided. This section
will survive the expiration or early termination of this Agreement.
7. APPLICATION FEE AND FEE CREDIT.
7.1. Company has paid an economic development incentive application fee of
$5,000.00.
7.2. Of that amount, $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.
7.3. In accordance with Section 18.2 of the Policy, the remaining $3,000.00 may be
used by Company for application toward any fees charged by the City in connection with
the Required Improvements on or before the Completion Deadline.
7.4. In the event there are any funds remaining from the application fee, any unused
balance of this credit will be refunded to Company within thirty(30)days following receipt
of a written request from Company, but only if such written request is submitted to the
Director within ninety(90)calendar days following the January 1.2022.
8. DEFAULT,TERMINATION AND FAILURE BY COMPANY TO MEET
VARIOUS DEADLINES_AND COMUTMENTS.
8.1 Failure to Comply with Section 4.2
8.1.1 If Company fails to comply with Section 4.2 of this Agreement, then
Company will be in default, and the City will have the right to terminate
this Agreement following the provision of notice and an opportunity to
cure in accordance with Section 8.3.
Economic Development Program Agreement
between City of Fort Worth and SmartAction,LLC 5 of 12
a. If Company's default under Section 4.2 occurs prior to the City's
payment of the Jobs Grant, then City will have no obligation to
pay the Company any Jobs Grant hereunder.
b. If Company's default under Section 4.2 occurs after the City's
payment of the Jobs Grant,then Company must repay the City any
and all Jobs Grant that the City paid to Company prior to the date
of termination less any monies that Company has already repaid
to the City in the event of a breach under Section 8.2.
8.2 Failure to Comply with Sections 4.5 and 5.
8.2.1 Failure to comply with Sections 4.5 and 5 of this Agreement constitutes a
default under this Agreement and subjects Company to the following
repayment of the Jobs Grant:
a. If,at any time during the Term of this Agreement,
Company only employs between 46 and 65 Full-Time Jobs at the
required Salary Commitment,then Company must repay the City
$15,000 for each Full-Time Job below the minimum required
66. For example, if Company has 46 Full-Time Jobs, then the
Company must pay the City $300,000.00 ((66-46 = 20) x
$15,000)).
b. If, at any time during the term of the Agreement,. Company
employs less than 46 Full-Time Jobs at the required Salary
Commitment,then the Company must repay the City the full Jobs
Grant of$660,000.00.
8.2.2 In the event that Company fails to submit a report(pursuant to Section 5)
that contains sufficient information for the Director to reasonably verify
Company's Employment Commitment or Salary Commitment for any
Job, then Company will not be credited toward meeting its Employment
Commitment or Salary Commitment for that particular Job. Thus,failure
to meet the reporting requirements may subject Company to repayment
under Section 8.3.1 due to Company's inability to prove that it fulfilled
the Employment Commitment or Salary Commitment.
8.2.3 If the Company is in default under this Section 8.2,then City will provide
Company with notice and an opportunity to cure in accordance with
Section 8.2.
8.3 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 ofwritten
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
Economic Development Program Agreement
between City of Port Worth and 5martAetion,LLC 6 of 12
good faith),City will have the right to terminate this Agreement immediately by providing
written notice to Company.
8.4 Knowing Employment of Undocumented Workers.
8.4.1 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 001(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 I324a(f) (relating to federal criminal
penalties and injunctions for a pattern or practice of employing
unauthorized aliens):
a. 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 offour percent(4%)per annum;or
b. 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
8.4.2. For the purposes of this Section 8.4, "Simple Interest'is defined as a rate
of interest applied only to an original value, in this case the aggregate
amount of Jobs 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 8.4 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 8.6 will survive the expiration or
termination of this Agreement.
9. INDEPENDENT CONTRACTOR.
IEconomic Development Program Agreement
between City of Fort worth and 5martAction,LLC of]
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
respondent 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.
10. INDENINVICATION.
COMPANY, AT NO COST TO THE CITY, AGREES TO DEFEND, INDEMNIFY,
AND HOLD THE CITY,ITS OFFICERS,AGENTS SERVANTS,REPRESENTATIVES,AND
EMPLOYEES, HARMLESS AGAINST ANY AND ALL CLAIMS, LAWSUITS, ACTIONS,
COSTS AND EXPENSES OF ANY KIND, INCL UDING, BUT NOT LIMITED TO, THOSE
FOR PROPERTY DAMAGE OR LOSS (INCL UDING ALLEGED DAMAGE OR LOSS TO
COMPANY'S BUSINESS AND ANY RESULTING LOST PROFITS) AND PERSONAL
INJURY,INCLUDING,BUT NOT LIMITED TO,DEATH, THAT MAYRELATE 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 ANY
IMPROVEMENTS THEREON, INCLUDING THE REQUIRED IMPROVEMENTS, OR
OTHER WISE 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, electronic transmittal or by hand delivery:
city Company
SmartAction,LLC.
City of Fort Worth Attn
Attn:City Manager 9800 Hillwood Parkway#140
200 Texas Street Fort Worth,TX 76177
Fort Worth, TX 76102
with copies to:
the City Attorney at the same address
and the following:
City of Fort Worth
Attn:Director
Economic Development Department
Economic Development Program Agreement
between City of Fort Worth and smartAction,LLC 8 of 12
1150 South Freeway
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
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(t 0)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 party'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.
17. NO THIRD PARTY RIGHTS.
Economic Development Program Agreement
between City of Fort Worth and SmartAction,LLC 9 of 12
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.
[SIGNATURES ON THE FOLLOWING PAGE]
Economic Development Program Agreement
between City of Fort Worth and SmartAction,LLC 10 of 12
EXIMIT"A"
Descri tion and Mao Depicting the Tem ora Site
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Economic Development Program Agreement
between City of Fort Worth and SmartAotion,LLC of
EXECUTED as of the last date indicated below:
CITY OF FORT WORTH: SMARTACTION,LLC
a Delaware limited liability company
By: r—J By: '
Jesus J.Chapa Name: s
Deputy City Manager Title: "o
Date: 1 l� Date:
APPROVED AS TO FORM AND LEGALITY:
Tyler F. Walla
Assistant City Attorney
ATTEST: ;��� ;�
By:
Ronald P.Gonzales
Acting City Secretary
M&C: 21-0383 (June 8,2.021) � r
Form 1295: 2021-721082
CONTRACT COMPLIANCE MANAGER:
By signing below,I hereby acknowledge that 1
am the person responsible for the monitoring
and administration of this contract,including
ensuring all performance and reporting
requirements:
By. YA 4
Kelly B geit
Innovation Coordinator
OFFICIAL.RECURD
CITY SECRETARY
FT WORTH,TIC
Economic Development Program Agreement
between City of Fort Worth and SmartAction,LLC 11 of 12
10/15/21,9:11 AM M&C Review
Official site of the City of Fort Worth,Texas
CITY COUNCIL AGENDA FoRTWORTII
'14�
DATE: 6/8/2021 REFERENCE M&C 21-0383 LOG NAME: 17SMARTACTIONEDPA
NO..
CODE: C TYPE: NOW PUBLIC HEARING: NO
CONSENT
SUBJECT: (CD 4) Authorize Execution of an Economic Development Program Agreement with
SmartAction, LLC or an Affiliate, in an Amount Not to Exceed $660,000.00 for
the Relocation of its Corporate Headquarters to the City of Fort Worth and Associated
Employment Commitments
RECOMMENDATION:
It is recommended that the City Council authorize the City Manager to execute an economic
development program agreement with SmartAction, LLC or an Affiliate, to provide a grant in an
amount not to exceed $660,000.00 for the relocation of its corporate headquarters to the City of Fort
Worth and the employment of at least 66 full-time employees with wages at or above $65,800.00.
DISCUSSION:
SmartAction, LLC, (Company) is a company that provides artificial intelligence-based services to
businesses across diverse industries. The United States (U.S.) headquarters are based in El
Segundo, California and was founded in 2002. The Company is rapidly expanding its presence and
market share in the U.S. Following a national site search, the Company will be relocating its corporate
headquarters within the City of Fort Worth in a temporary office space at 9800 Hillwood Pkwy, Suite
140. The Company will be required to lease a minimum of 7,400 square feet of permanent office
space within the City of Fort Worth on or before January 1, 2022.
In order to facilitate the relocation of the corporate headquarters, the City proposes to provide a grant
in an amount not to exceed $660,000.00 as authorized by the Chapter 380, Texas Local Government
Code. Company is eligible for 380 grants under Section 9 of the City's General Chapter 380 Policy
relating to incentives for Technology Company Projects, which allows up to $10,000.00 for each new
full-time job in the first three years of operation with minimum annual salaries of$65,800.00.
Company's commitments include the following:
Company must lease temporary office space within the City of Fort Worth prior to the deadline for
leasing permanent office space.
Company must lease a minimum of 7,400 square feet of permanent office space within the the City
of Fort Worth on or before January 1, 2022.
Company must provide a minimum of 66 full-time jobs by December 31, 2022 and retain the 66
full-time jobs through December 31, 2025.
Company must pay the 66 employees with a full-time job an annual minimum salary of
$65,800.00 during the entire term of the agreement.
In exchange for Company's commitments, the City will enter into a three-year Economic Development
Program Agreement for a maximum amount of$10,000 for each new full-time job with an annual
salary over$65,800, for a total payment amount not to exceed $660,000.00. There is a potential for
clawbacks if the company does not meet its obligations.
Clawbacks:
If, at any time during the term of the Agreement, the Company only employs between 46 and 65
Full-Time Jobs, then Company will be required to pay the City $15,000 for each Full-Time Job
below the minimum required 66. For example, if the Company has 46 Full-Time Jobs, then the
Company must pay the City $300,000.00 ((66-46 = 20) x $15,000)
If, at any time during the term of the Agreement, the Company employs less than 46 Full-Time
Jobs, then the Company will be required to pay the City the full $660,000.00
The company will initially be located in Council District 4.
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10/15/21,9:11 AM M&C Review
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that approval of this agreement will have no material effect on the
Fiscal Year 2021 Budget. While no current year impact is anticipated from this action, any effect on
expenditures and revenues will be budgeted in future Fiscal Years and will be included in the long-
term financial forecast.
TO
Fund Department Account Project Program Activity Budget Reference # Amount
I ID I ID I I Year (Chartfield 2) �
FROM
Fund Department Account Project Program Activity Budget Reference # Amount
ID I I ID I I 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
210511 SmartAction map.pdf
a pps.cfwnet.o rg/council_packet/mc_review.asp?I D=28933&cou nci Idate=6/8/2021 2/2