HomeMy WebLinkAboutContract 44768 (2)CITY SECRETARY]
CONTRACT NO...I �
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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 OUR NATION'S BEST SPORTS, a Texas nonprofit corporation doing business as
Nation's Best Sports ("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 is a purchasing cooperative composed of over 300 independent
sporting goods merchandise retailers in the United States and Canada that, among other
things, acts as an agent on behalf of its members in order to consolidate the individual
members' purchasing capacities and obtain more favorable unit prices on sporting goods
merchandise. Company wishes to expand its corporate headquarters and is considering a
site in the Fossil Creek Business Park in the City, as more specifically depicted and
described in Exhibit "A". attached hereto and hereby made a part of this Agreement for
all purposes (the "Development Property"), for construction of a new, approximately
60,000 square foot facility for that purpose (the "Development").
B. The Development will benefit the City by developing vacant land into a
viable commercial operation with opportunities for increased employment and tax base
growth. As recommended by the City's 2013 Comprehensive Plan, adopted by the City
Council pursuant to Ordinance No. 20644-03-2013 (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 Development is
contingent on Company's receipt of the Program Grants, as provided in this Agreement.
The City Council has determined that the Development will benefit and stimulate the
local economy and that the 380 Program is an appropriate means to achieve the
Development. In addition, the City Council has determined that by entering into this
Agreement the potential economic benefits that will accrue to the City under the terms
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RECEIVED SEP 0 4 20133
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and conditions of this Agreement 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 shall 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.
Base Grant Percentaee has the meaning ascribed to it in Section 6.1.
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 4.8.
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Central City Employment Percentage has the meaning ascribed to it in Section
6.6.
Central City Resident means an individual whose principal place of residence is
at a location within the Central City.
Certificate of Completion has the meaning ascribed to it in Section 5.
Completion Date means the date as of which a certificates or certificates of
occupancy, whether final or temporary, have been issued by the City for all space in the
Development that is intended to be occupied.
Completion Deadline means December 31, 2014.
Construction Costs means only the following costs directly expended for the
Development: actual site development and construction costs; contractor fees; the costs
of supplies and materials; engineering fees; and architectural and design fees. Costs of
and related to land acquisition are expressly excluded as Construction Costs.
Development has the meaning ascribed to it in Recital A.
Development Personal Property Tax Revenues means City ad valorem taxes on
New Taxable Tangible Personal Property located on the Development Property. The
taxable appraised value of New Taxable Tangible Personal Property located on the
Development Property for any given year will be established solely by the appraisal
district that has jurisdiction over the Development Property at the time.
Development Property has the meaning ascribed to it in Recital A.
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 Company means a business that has a principal office located within
the corporate limits of the City that performs a commercially useful function and that
provides the services for which Company is seeking credit under this Agreement.
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Fort Worth Construction Commitment has the meaning ascribed to it in
Section 4.4.
Fort Worth Construction Percentage has the meaning ascribed to it in Section
6.2.
Fort Worth Emnlovment Commitment has the meaning ascribed to it in
Section 4.7.
Fort Worth Emnlovment Percentage has the meaning ascribed to it in Section
6.5.
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 4.9.
Fort Worth Supply and Service Spending Percentage has the meaning ascribed
to it in Section 6.7.
Full-time Job means a job provided to one (1) individual by Company for at least
forty (40) hours per week.
4.5.
M/WBE Construction Commitment has the meaning ascribed to it in Section
M/WBE Construction Percentage has the meaning ascribed to it in Section 6.3.
M/WBE Supply and Service Percentage has the meaning ascribed to it in
Section 6.8.
M/WBE Supply and Service Spending Commitment has the meaning ascribed
to it in Section 4.10.
New Taxable Tangible Personal Property means any personal property that (i)
is subject to ad valorem taxation by the City; (ii) is located on the Development Property;
(iii) is owned or leased by Company; and (iv) was not located in the City prior to the
Effective Date of this Agreement.
6.4.
Overall Employment Commitment has the meaning ascribed to it in Section
Overall Employment Percentage has the meaning ascribed to it in Section 6.4.
Personal Property Commitment has the meaning ascribed to it in Section 4.3.
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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.
Prosram Source Funds means an amount of City funds available for inclusion in
a given Program Grant, which shall equal only the Development 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.
Real Property Commitment has the meaning ascribed to it in Section 4.2.
Records has the meaning ascribed to it in Section 4.13.
Supply and Service Expenditures means all expenditures by Company
expended directly for the operation and maintenance of the Development, excluding
amounts paid for electric, gas, water and any other utility services as well as any amounts
paid for temporary direct labor on the Development Property.
Term has the meaning ascribed to it in Section 3.
Trade Show Commitment has the meaning ascribed to it in Section 4.11.
Twelve -Month Period means the period between February 1 of a given year and
January 31 of the following year.
3. TERM.
This Agreement shall 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
Agreement, shall 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 Development Property.
Throughout the Term of this Agreement, Company will use the
Development Property as its corporate headquarters for the business operations
described in Recital A.
4.2. Required Real Property Improvements.
In accordance with the terms and conditions of this Agreement, (i)
Company must expend or cause to be expended by the Completion Date at least
Three Million Two Hundred Fifty Thousand Dollars ($3,250,000.00) in
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Construction Costs for the Development, and (ii) the Completion Date must occur
on or before the Completion Deadline, as verified in the Certificate of Completion
issued pursuant to Section 5 (collectively, the "Real Property Commitment").
4.3. Required Personal Property Improvements.
Company covenants and agrees that New Taxable Tangible Personal
Property having a value of at least Three Hundred Thousand Dollars
($300,000.00) must be in place on the Development Property by January 1, 2015,
as determined solely by the appraisal district having jurisdiction over the
Development Property at that time (the "Personal Property Commitment").
4.4. Construction Spendini Commitment with Fort Worth Companies.
By the Completion Date, Company must have expended or caused to be
expended with Fort Worth Companies at least the greater of (i) Nine Hundred
Seventy-five Thousand Dollars ($975,000.00) in Construction Costs for the
Development or (ii) 30% of all Construction Costs for the Development,
regardless of the total amount of such Construction Costs (the "Fort Worth
Construction Commitment").
4.5. Construction Spending Commitment with Fort Worth Certified
M/WBE Companies.
By the Completion Date, Company must have expended with Fort Worth
Certified M/WBE Companies at least the greater of (i) Eight Hundred Twelve
Thousand Five Hundred Dollars ($812,500.00) in Construction Costs for the
Development or (ii) 25% of all Construction Costs for the Development,
regardless of the total amount of such Construction Costs (the "M/WBE
Construction Commitment").
4.6. Overall Employment Commitment.
As of December 31, 2015 and in each calendar year thereafter for the
remainder of the Term, Company must provide and fill at least thirty-five (35)
Full-time Jobs on the Development Property (the "Overall Employment
Commitment"). Determination of compliance with the Overall Employment
Commitment each year will be based on the employment data provided to the
City pursuant to Section 4.12.3 for the year under evaluation.
4.7. Fort Worth Employment Commitment.
As of December 31, 2015 and in each calendar year thereafter for the
remainder of the Term, Company must provide and fill at least the greater of (i)
sixteen (16) Full-time Jobs on the Development Property or (ii) 45% of all Full-
time Jobs on the Development Property, regardless of the total number of such
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Full-time Jobs, with Fort Worth Residents (the "Fort Worth Employment
Commitment"). Determination of compliance with the Fort Worth Employment
Commitment each year will be based on the employment data provided to the
City pursuant to Section 4.12.3 for the year under evaluation. Full-time Jobs held
by Fort Worth Residents will also count as Full-time Jobs for purposes of
measuring the applicable Overall Employment Commitment outlined in Section
4.6.
4.8. Central City Employment Commitment.
As of December 31, 2015 and in each calendar year thereafter for the
remainder of the Term, Company must provide and fill the greater of at least (i)
four (4) Full-time Jobs on the Development Property or (ii) 10% of all Full-time
Jobs on the Development Property, regardless of the total number of such Full-
time Jobs, with Central City Residents (the "Central City Employment
Commitment"). Determination of compliance with the Central City
Employment Commitment each year will be based on the employment data
provided to the City pursuant to Section 4.12.3 for the year under evaluation.
Full-time Jobs held by Central City Residents will also count as Full-time Jobs for
purposes of measuring the applicable Overall Employment Commitment outlined
in Section 4.6 and the Fort Worth Employment Commitment outlined in Section
4.7.
4.9. Supply and Service Spending Commitment for Fort Worth
Companies.
Beginning in calendar year 2015, and in each year thereafter during the
Term of this Agreement, Company annually must expend with Fort Worth
Companies at least the greater of (i) Fifty-one Thousand Dollars ($51,000.00) in
Supply and Service Expenditures or (ii) 30% of all Supply and Service
Expenditures, regardless of the total amount of such Expenditures made in the
year under evaluation (the "Fort Worth Supply and Service Spending
Commitment").
4.10. Supply and Service Spending Commitment for Fort Worth Certified
M/WBE Companies.
Beginning in calendar year 2015, and in each year thereafter during the
Term of this Agreement, Company annually must expend with Fort Worth
Certified M/WBE Companies at least the greater of (i) Forty-two Thousand Five
Hundred Dollars ($42,500.00) in Supply and Service Expenditures or (ii) 25% of
all Supply and Service Expenditures, regardless of the total amount of such
Expenditures made in the year under evaluation (the "M/WBE Supply and
Service Spending Commitment"). Dollars spent with Fort Worth Certified
M/WBE Companies will also count as dollars spent with Fort Worth Companies
for purposes of measuring the Fort Worth Supply and Service Spending
Commitment outlined in Section 4.9.
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4.11. Trade Shows.
Beginning in calendar year 2015, and in each thereafter during the Term
of this Agreement, Company annually must conduct at least two markets or trade
shows lasting approximately five (5) days each at the Fort Worth Convention
Center or another location in the City mutually acceptable to Company and the
City, which markets or trade shows will generally feature outdoor recreational
products sold by Company's members, such as products geared towards fishing;
hunting and shooting; archery; camping and cooking; hunting clothing and
footwear; ski and snowboard apparel; alpine, snowboard and Nordic hard goods;
and winter accessories (the "Trade Show Commitment").
4.12. Reports and Filings.
4.12.1. Construction Spending Reports.
4.12.1.1. Monthly Reports.
From the Effective Date until the Completion Date,
in order to enable the City to assist Company in meeting the Fort
Worth Construction Commitment and the M/WBE Construction
Commitment, Company will provide the Director with a monthly
report in a form reasonably acceptable to the City that specifically
outlines the then -current aggregate Construction Costs expended
by and on behalf of Company for the Development as well as the
then -current aggregate Construction Costs expended by and on
behalf of Company for the Development with Fort Worth
Companies and Fort Worth Certified M/WBE Companies.
Company agrees to meet with the City's M/WBE Office and
Minority and Women Business Enterprise Advisory Committee as
reasonably necessary for assistance in meeting or exceeding the
M/WBE Construction Commitment and to address any related
concerns that the City may have.
4.12.1.2. Final Construction Report.
Within thirty (30) calendar days following the
Completion Date, in order for the City to assess whether Company
met the Real Property Commitment and the extent to which
Company met the Fort Worth Construction Commitment and the
M/WBE Construction Commitment, Company will provide the
Director with a report in a form reasonably acceptable to the City
that specifically outlines the total Construction Costs expended by
and on behalf of Company for the Development, together with
supporting invoices and other documents necessary to demonstrate
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that such amounts were actually paid by Company, including,
without limitation, final lien waivers signed by Company's general
contractor. This report shall also include actual total Construction
Costs expended for construction of the Development with Fort
Worth Companies and Fort Worth Certified M/WBE Companies,
together with supporting invoices and other documents necessary
to demonstrate that such amounts were actually paid by Company
to such contractors.
4.12.2. Personal Property Report.
In order for the City to track its obligations under this Agreement,
Company will notify the City in writing once it believes that the Personal
Property Commitment has been attained.
4.12.3. Annual Employment Report.
On or before February 1, 2016 and of each year thereafter, in order
for the City to assess the degree to which the Overall Employment
Commitment, the Fort Worth Employment Commitment, and the Central
City Employment Commitment for the previous calendar year were met,
Company will provide the Director with a report in a form reasonably
acceptable to the City that sets forth the total number of individuals, Fort
Worth Residents, and Central City Residents who held Full-time Jobs on
the Development Property, 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.
4.12.4. Annual Supply and Service Spending Report.
On or before February 1, 2016 and 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
will provide the Director with a report in a form reasonably acceptable to
the City that sets forth the aggregate Supply and Service Expenditures
made during such calendar year with Fort Worth Companies and with Fort
Worth Certified M/WBE Companies.
4.13. Audits.
The City will have the right throughout the Term to audit the financial and
business records of Company that relate to the Development and the Development
Property 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 shall make all Records available
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to the City on the Development Property or at another location in the City
acceptable to both parties following reasonable advance notice by the City and
shall otherwise cooperate fully with the City during any audit.
4.14. Inspections.
At any time during Company's normal business hours throughout the
Term and following reasonable notice to Company, the City shall have the right to
inspect and evaluate the Development and Development Property, 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 shall have the right to require that any representative of the
City be escorted by a Company representative or security personnel during any
such inspection or evaluation.
5. CERTIFICATE OF COMPLETION.
Within ninety (90) calendar days following receipt by the City of the final
construction spending report for the Development submitted in accordance with Section
4.12.1.2 and assessment by the City of the information contained therein pursuant to
Sections 4.13 and 4.14, if the City is able to verify that the Real Property Commitment
set forth in Section 4.2 was met, the Director will issue Company a certificate stating the
aggregate amount of Construction Costs expended by the Completion Date for the
Development and the amount of such Construction Costs expended with Fort Worth
Companies and Fort Worth Certified M/WBE Companies (the "Certificate of
Completion"). The Certificate of Completion will serve as the basis for determining the
extent to which the Fort Worth Construction Commitment and the M/WBE Construction
Commitment were met.
6. PROGRAM GRANTS.
As more specifically set forth herein, if both the Real Property Commitment set
forth in Section 4.2 and the Personal Property Commitment set forth in Section 4.3 are
met, Company will be entitled to receive ten (10) annual Program Grants, payment of
which will begin in 2016 and end in 2025. The amount of each Program Grant shall
equal a percentage of the Program Source Funds available for that Program Grant, which
percentage will be based, in part, on the extent to which the various commitments set
forth in Section 4 were met in the previous calendar year and, specifically, will equal the
sum of the Base Grant Percentage, the Fort Worth Construction Percentage, the M/WBE
Construction Percentage, the Overall Employment Percentage, the Fort Worth
Employment Percentage, the Central City Employment Percentage, the Fort Worth
Supply and Service Percentage and the M/WBE Supply and Service Percentage, as
defined in Section 6.1, 6.2, 6.3, 6.4, 6.5, 6.6, 6.7 and 6.8. In no event shall any Program
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Grant exceed 50% of the Program Source Funds available for that year's Program
Grant.
6.1. Attainment of Both Real Property Commitment and Personal
Property Commitment (25%).
Provided that the Real Property Commitment set forth in Section 4.1 and
the Personal Property Commitment set forth in Section 4.2 were both met, each
annual Program Grant will include twenty-five percent (25%) of the Program
Source Funds available for that year's Program Grant (the "Base Grant
Percentage").
6.2. Fort Worth Construction Commitment (Un to 2.5%).
Each annual Program Grant will include a percentage of the Program
Source Funds available for that year's Program Grant that is based on the extent
to which Company met the Fort Worth Construction Commitment, as outlined in
Section 4.4 (the "Fort Worth Construction Percentage"). The Fort Worth
Construction Percentage will equal the product of 2.5% multiplied by the
percentage by which the Fort Worth Construction Commitment was met, which
will be calculated by dividing the actual Construction Costs expended or caused
to be expended for the Development by the Completion Date with Fort Worth
Companies by the number of dollars comprising the Fort Worth Construction
Commitment, as determined in accordance with Section 4.4. For example, if the
Fort Worth Construction Commitment is $975,000.00 and only $780,000.00 in
Construction Costs were expended or caused to be expended for the Development
with Fort Worth Companies by the Completion Date, the Fort Worth Construction
Percentage for each Program Grant payable hereunder would be 2% instead of
2.5% (or .025 x [$780,000/$975,000], or .025 x .80, or .02). If the Fort Worth
Construction Commitment is met or exceeded, the Fort Worth Construction
Percentage for each Program Grant payable hereunder will be 2.5%.
6.3. M/WBE Construction Percentage (Un to 2.5%).
Each annual Program Grant will include a percentage of the Program
Source Funds available for that year's Program Grant that is based on the extent
to which Company met the M/WBE Construction Commitment, as outlined in
Section 4.5 (the "M/WBE Construction Percentage"). The M/WBE
Construction Percentage will equal the product of 2.5% multiplied by the
percentage by which the M/WBE Construction Commitment was met, which will
be calculated by dividing the actual Construction Costs expended or caused to be
expended for the Development by the Completion Date with Fort Worth Certified
M/WBE Companies by the number of dollars comprising the M/WBE
Construction Commitment, as determined in accordance with Section 4.5. If the
M/WBE Construction Commitment is met or exceeded, the M/WBE Construction
Percentage for each Program Grant payable hereunder will be 2.5%.
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6.4. 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 the extent
to which Company met the Overall Employment Commitment in the previous
calendar year, as outlined in Section 4.6 (the "Overall Employment
Percentage"). The Overall Employment Percentage for each Program Grant will
equal the product of 10% multiplied by the percentage by which the 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 Development Property in the previous calendar year by the applicable number
of Full-time Jobs constituting the Overall Employment Commitment for the
previous calendar year, as outlined in Section 4.6. For example, the Overall
Employment Commitment for each year is 35 Full-time Jobs. If only 27 Full-time
Jobs were provided and filled on the Development Property in a given year, the
Overall Employment Percentage for the Program Grant payable in the following
year would be 9% instead of 10% (or .10 x [27/30]), or .10 x .90, or .09. If the
Overall Employment Commitment is met or exceeded in any given year, the
Overall Employment Percentage for the Program Grant payable in the following
year will equal 10%.
6.5. Fort Worth Employment Commitment (Up to 2.5%).
Each annual Program Grant will include a percentage of the Program
Source Funds available for that year's Program Grant that is based on the extent
to which Company met the Fort Worth Employment Commitment in the previous
calendar year, as outlined in Section 4.7 (the "Fort Worth Employment
Percentage"). The Fort Worth Employment Percentage for each Program Grant
will equal the product of 2.5% multiplied by the percentage by which the 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
Development Property 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 4.7. For example, if 40 Full-time Jobs were provided and filled on the
Development Property in a given year, pursuant to Section 4.7 the Fort Worth
Employment Commitment for that year would be 18 Full-time Jobs (45% of 40
Full-time Jobs). However, if only 16 Full-time Jobs provided on the
Development Property in that year were filled with Fort Worth Residents, the Fort
Worth Employment Percentage for the Program Grant payable in the following
year would be 2.22% instead of 2.5% (or .025 x [16/18]), or .025 x .889, or .0222.
If the Fort Worth Employment Commitment is met or exceeded in any given year,
the Fort Worth Employment Percentage for the Program Grant payable in the
following year will equal 2.5%.
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6.6. Central Citv Employment Commitment (Up to 2.5%).
Each annual Program Grant will include a percentage of the Program
Source Funds available for that year's Program Grant that is based on the extent
to which Company met the Central City Employment Commitment in the
previous calendar year, as outlined in Section 4.8 (the "Central Employment
Percentage"). The Central City Employment Percentage for each Program Grant
will equal the product of 2.5% multiplied by the percentage by which the 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
Development Property 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 4.8. If the Central City Employment Commitment is met or exceeded in
any given year, the Central City Employment Percentage for the Program Grant
payable in the following year will equal 2.5%.
6.7. Fort Worth Supply and Service Spending (UP to 2.5%).
Each annual Program Grant will include a percentage of the Program
Source Funds available for that year's Program Grant that is based on the extent
to which Company met the Fort Worth Supply and Service Spending
Commitment in the previous calendar year, as outlined in Section 4.9 (the "Fort
Worth Supply and Service Percentage"). The Fort Worth Supply and Service
Percentage for each Program Grant will equal the product of 2.5% 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 applicable dollar amount constituting the Fort
Worth Supply and Service Commitment for the previous calendar year, as
outlined in Section 4.9. For example, if Company expended $75,000.00 in
Supply and Service Expenditures in a given year, pursuant to Section 4.9 the Fort
Worth Supply and Service Commitment for that year would be $22,500.00.
However, if Company made only $15,750.00 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 1.75%
instead of 2.5% (or .025 x [$15,750/$22,500]), or .025 x .70, or .0175. If the Fort
Worth Supply and Service Commitment is met or exceeded in any given year, the
Fort Worth Supply and Service Percentage for the Program Grant payable in the
following year will equal 2.5%.
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6.8. Fort Worth M/WBE Supply and Service Spending (Up to 2.5%).
Each annual Program Grant will include a percentage of the Program
Source Funds available for that year's Program Grant that is based on the extent
to which Company met the M/WBE Supply and Service Spending Commitment
in the previous calendar year, as outlined in Section 4.10 (the "M/WBE Supply
and Service Percentage"). The M/WBE Supply and Service Percentage for each
Program Grant will equal the product of 2.5% 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 applicable dollar amount constituting the M/WBE
Supply and Service Commitment for the previous calendar year, as outlined in
Section 4.10. If the M/WBE Supply and Service Commitment is met or exceeded
in any given year, the M/WBE Supply and Service Percentage for the Program
Grant payable in the following year will equal 2.5%.
6.9. 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 the
Fort Worth Employment Commitment failed to be met by six (6) Full-time Jobs,
but the Overall Employment Commitment was exceeded by six (6) Full-time
Jobs, the Fort Worth Employment Percentage applicable to the Program Grant
payable in the following year would still be reduced in accordance with Section
6.5 on account of the failure to meet the Fort Worth Employment Commitment.
6.10. Deadline for Payments and Source of Funds.
The first Program Grant payable hereunder shall be paid by the City on or
before June 1, 2016. Each subsequent annual Program Grant payment will be
made by the City to Company on or before June 1 of the year in which such
payment is due. It is understood and agreed that all Program Grants paid pursuant
to this Agreement shall come from currently available general revenues of the
City and not directly from ad valorem taxes on New Taxable Tangible Personal
Property that are received by the City. 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.
Page 14
Economic Development Program Agreement
between City of Fort Worth and Nation's Best Sports
7. DEFAULT. TERMINATION AND FAILURE BY COMPANY TO MEET
VARIOUS DEADLINES AND COMMITMENTS.
7.1. Failure to Meet Real Property Commitment.
Notwithstanding anything to the contrary herein, the City shall have the
right to terminate this Agreement by providing written notice to Company without
further obligation to Company hereunder if the Real Property Commitment, as
outlined in Section 4.2, is not met.
7.2. Failure to Meet Personal Property Commitment.
Notwithstanding anything to the contrary herein, the City shall have the
right to terminate this Agreement by providing written notice to Company without
further obligation to Company hereunder if the Personal Property Commitment,
as outlined in Section 4.3, is not met.
7.3. Failure to Use Development Property for Business Purposes.
If Company fails to use the Development Property as its corporate
headquarters for the business operations described in Recital A 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 Company's temporary
displacement caused by a casualty to the Development Property and resulting
ongoing repairs or restoration to the Development Property necessitated by such
casualty), Company shall be in default under this Agreement and Section 7.7 shall
apply.
7.4. Failure to Meet Trade Show Commitment.
If the Trade Show Commitment, as outlined in Section 4.11, is not met in
any given year, such failure shall not constitute a default hereunder or provide the
City with the right to terminate this Agreement, but shall result in Company's
forfeiture of the full Program Grant that would otherwise have been payable in
the following year. In this event, the forfeiture nevertheless shall count as a
Program Grant payment by the City for all purposes under this Agreement.
7.5. No Default for Failure to Meet Certain Construction Spending,
Employment or Supply and Service Spending Commitments.
If the Fort Worth Construction Commitment or the M/WBE Construction
Commitment are not met, or if the Overall Employment Commitment, the Fort
Worth Employment 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 shall not constitute a default hereunder or provide the City with the right to
Page 15
Economic Development Program Agreement
between City of Fort Worth and Nation's Best Sports
terminate this Agreement, but, rather, shall 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.
7.6. Failure to Submit Renorts.
If Company fails to submit any report required by and in accordance with
Section 4.12, the City's obligation to pay any Program Grants at the time, if any,
shall 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 7.7 shall apply.
7.7. General Breach.
Unless stated elsewhere in this Agreement, Company shall 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 such
default (or, if Company has diligently and continuously attempted to cure such
default following receipt of such written notice but reasonably requires more than
thirty (30) calendar days to cure such default, 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 shall have the right to terminate this Agreement
immediately by providing written notice to Company.
7.8. Knowing Emnlovment 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 2264.001(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
1324aO (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 shall terminate contemporaneously upon such conviction
(subject to any appellate rights that may lawfully be available to and
exercised by Company) and Company shall 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
Page 16
Economic Development Program Agreement
between City of Fort Worth and Nation's Best Sports
• 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 shall 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 7.8, "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 7.8 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 7.8 shall survive the
expiration or termination of this Agreement.
8. INDEPENDENT CONTRACTOR.
It is expressly understood and agreed that Company shall operate as an
independent contractor in each and every respect hereunder and not as an agent,
representative or employee of the City. Company shall have the exclusive right to
control all details and day-to-day operations relative to the Development and the
Development Property and any improvements thereon and shall 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.
9. INDEMNIFICATION.
COMPANY, AT NO COST TO THE CITY, AGREES TO DEFEND,
INDEMNIFY AND HOLD THE CITY, ITS OFFICERS, AGENTS SERVANTS AND
EMPLOYEES, 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
Page 17
Economic Development Program Agreement
between City of Fort Worth and Nation's Best Sports
RESULTING LOST PROFITS) AND/OR PERSONAL INJURY, INCLUDING
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 AND ANY
OPERATIONS AND ACTIVITIES ON THE DEVELOPMENT PROPERTY OR
OTHERWISE TO THE PERFORMANCE OF THIS AGREEMENT.
10. NOTICES.
All written notices called for or required by this Agreement shall 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:
City of Fort Worth
Attn: City Manager
1000 Throckmorton
Fort Worth, TX 76102
with copies to:
the City Attorney and
Economic/Community Development
Director at the same address
11. ASSIGNMENT AND SUCCESSORS.
Company:
Nation's Best Sports
Attn: President
4216 Hahn Blvd.
Fort Worth, TX 76117
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 shall 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
shall constitute grounds for termination of this Agreement following ten (10) calendar days
Page 18
Economic Development Program Agreement
between City of Fort Worth and Nation's Best Sports
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.
12. 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.
13. 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.
14. 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 shall not constitute a waiver
of that party's right to insist upon appropriate performance or to assert any such right on
any future occasion.
15. 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 shall 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 shall be construed in accordance with the
laws of the State of Texas.
16. 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.
Page 19
Economic Development Program Agreement
between City of Fort Worth and Nation's Best Sports
17. INTERPRETATION.
In the event of any dispute over the meaning or application of any provision of
this Agreement, this Agreement shall be interpreted fairly and reasonably, and neither
more strongly for or against any party, regardless of the actual drafter of this Agreement.
18. CAPTIONS.
Captions and headings used in this Agreement are for reference purposes only and
shall not be deemed a part of this Agreement.
19. SEVERABILITY.
If any provision of this Agreement is held to be invalid, illegal or unenforceable,
the validity, legality and enforceability of the remaining provisions shall not in any way
be affected or impaired.
20. 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 shall 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.
21. COUNTERPARTS.
This Agreement may be executed in multiple counterparts, each of which shall be
considered an original, but all of which shall constitute one instrument.
EXECUTED as of the last date indicated below:
Page 20
Economic Development Program Agreement
between City of Fort Worth and Nation's Best Sports
CITY OF FORT WORTH:
By.
Fernando Costa
Assistant City Manager
Date: %/* Ji'3
APPROVED AS TO FORM AND LEGALITY:
By: /�
Peter Vaky
Deputy City Attorney
M&C: C-26269 5-21-13
OUR NATION'S BEST SPnORTS,
a Texas nonprofit corpora
doing
business a
. • , ; est Sports:
By: Nam A in �s G IiRd °e-e7
f
Titl /iee's//J oe-47Figo
-
Date:
Page 21 Economic Development Program Agreement
between City of Fort Worth and Nation's Best Sports
OFFICIAL RECORD
CITY SECRETARY
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EXHIBITS
"A" — Description and Map Depicting the Development Property
"B" — Map of Central City
Economic Development Program Agreement
between City of Fort Worth and Nation's Best Sports
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DESCRIPTION OF THE DEVELOPMENT PROPERTY
EXHIBIT "A"
WHEREAS OUR NATION'S BEST SPORTS, a Texas nonprofit corporation, is the
owner of a tract of land situated in the James M. Robinson Survey. Abstract No. 1345,
City of Fort Worth, Tarrant County, Texas, being a portion of Lot 1, Block A and a
portion of Lot 2. Block A of the final plat of Blocks 1, 2, and 3, Fossil Creek Addition.
Phase 1 Section 1, an addition to the City of Fort Worth, Tarrant County, Texas as
recorded in Volume 388-140, Page 40, Plat Records, Tarrant County, Texas (PRTCT),
being that same tract of land as described in deed to Our Nation's Best Sports, recorded in
D213135219, Deed Records. Tarrant County, Texas (DRTCT), and being more
particularly described as follows:
COMMENCING at a 1/2" rebar capped Halff Assoc. Inc. found in the west line of North
Beach Street (R.O.W. varies) at the southeast corner of Lot 1, Block 1 of said Fossil
Creek Addition, Phase 1. Section 1, the southeast corner of Tract 32 as described in deed
to The Ruth Ray and H.L. Hunt Foundation (now known as The Nancy Ann and Ray L.
Hunt Foundation per affidavit recorded in 201300086287, DRTCT), recorded in Volume
9498 Page 1906, DRTCT, and corrected in Volume 9490, Page 700, DRTCT, and as
described in deed to The Ruth Foundation. recorded in Volume 9490, Page 751. DRTCT,
being the most easterly northeast corner of Lot 1A, Block 1 of the plat of Lots 1A, 2 & 3,
Block 1, Motorola Addition, an addition to the City of Fort Worth, Tarrant County, Texas
as recorded in Cabinet A, Slide 8389. PRTCT:
THENCE N 89'45'40" W (Reference Bearing per Volume 388-140, Page 40, PRTCT.
departing the west line of said North Beach Street, along the south line of said Lot 1,
Block 1 and the north line of said Lot 1A, Block 1, a distance of 380.66 feet (Deed
380.61 feet) to a 1/2" rebar capped Halff Assoc. Inc. found at the southwest corner of said
Tract 32 and the southeast corner of said Our Nation's Best Sports tract, being the POINT
OF BEGINNING of the herein described tract of land;
THENCE N 89 '45 '40" W, continuing along the south line of said Lot 1 and said Lot 2,
Block 1 and the north line of said Lot 1A. Block 1, a distance of 829.35 feet (Deed
829.39 feet) to a 1/2" rebar capped Halff Assoc. Inc. found at the southwest corner of said
Our Nation's Best Sports tract and a reentrant corner of said Lot 1A. Block 1, from which
a cut x in concrete found at the most westerly northwest corner of said Lot 1A, Block 1
bears N 89 '45'40" W, 928.29 feet;
THENCE along the east line of said Lot IA, Block A and the west line of said Our
Nation's Best Sports tract, as follows:
N 00 '18'25" E, a distance of 192.51 feet (plat & Deed 192.43 feet) to a 1/2" rebar
capped Halff Assoc. Inc. found at the beginning of a non -tangent curve to the left,
having a radius point that bears N 89 '48'09" W, 480.00 feet;
Northwesterly, along said curve, having a central angle of 23 '11'35", an arc
distance of 194.30 feet (Plat & Deed 194.48 feet), and a chord that bears N
11'23'58" W, 192.98 feet to a 1/2" rebar found at the end of said curve:
N 22 '59 '44" W, tangent to said curve, a distance of 47.80 feet (Plat & Deed
47.77 feet) to a 1/2" rebar capped Halff Assoc. Inc. found at the beginning of a
tangent curve to the right, having a radius of 30.00 feet:
Northeasterly, along said curve, having a central angle of 88 '40'02", an arc
distance of 46.43 feet (Plat & Deed 46.41 feet), and a chord that bears N 21'20'17"
E, 41.93 feet to a 1/2" rebar capped Halff Assoc. Inc. found in the south line of
Fossil Creek Boulevard (called 120' R.O.W. per Volume 388-140, Page 40,
PRTCT, being the most northerly northeast corner of said Lot 1A, Block 1 and the
northwest corner of said Our Nation's Best Sports tract, and the beginning of
reverse curve to the left having a radius of 2508.10 feet:
THENCE along the south line of said Fossil Creek Boulevard, the north line of said Lot 2
and Lot 1, Block 1, as follows:
Northeasterly, along said curve, having a central angle of 11'38 '45", an arc
distance of 509.79 feet (Deed 509.82 feet), and a chord that bears N 59'50'55" E.
508.91 feet to a 1/2" rebar capped Goodwin & Marshall set at the end of said
curve, from which a 3/8" rebar found bent bears S 11'07' W, 0.2 feet:
N 54 '01'33" E, tangent to said curve, a distance of 100.00 feet to a 1/2" rebar
found at the beginning of a tangent curve to the right, having a radius of 894.99
feet;
Northeasterly, along said curve, having a central angle of 23 '38'31 ", an arc
distance of 369.30 feet (Deed 369.45 feet), and a chord that bears N 65 '50'48" E.
366.69 feet to the northeast corner of said Our Nation's Best Sports tract and the
northwest corner of said Tract 32, from which a 1/2" rebar found bears N 00 '52
'42" W, 0.2 feet, and a 1/2" rebar capped Halff Assoc. Inc. found bears a chord of
N 83'50 '33" E. 192.53 feet (Deed chord 192.48 feet);
THENCE S 00 '52 '42" E, departing the south line of said Fossil Creek Boulevard, along
the east line of said Our Nation's Best Sports tract and the west line of said Tract 32, non
tangent to said curve, a distance of 932.70 feet (Deeds 932.82 feet & 932.85 feet) to the
POINT OF BEGINNING and containing 602.891 square feet or 13.840 acres of land.
EXHIBIT "A"
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LOCATION MAP
SITE PLAN
POI(
NATIONS BEST
SPORTS
S ATM Di THE
LOTS 1 and 2 in BLACK 1
FOSSIL CREEK PHASE I, an addition
LAMES M. ROBINSON SURVEY
ABSTRACT No. 1345
CITY OF FORT WORTH, TARRANT COUNTY, TEXAS
APRII.2Al3
Legend
Zip Codes
Central City Boundary
CDBG Eligible Area
City Limit
Exhibit "B"
FORT WORTH
Housing and Economic Development
CDBG Eligible Areas & Central City
Updated 08/09/2011
M&C Review
Page 1 of 3
CITY
DATE:
CODE:
OUNCILGENDA
COUNCIL ACTION: Approved on 5/21/2013
5/21/2013 REFERENCE
NO.:
C TYPE:
Official site of the City of Fort Worth, Texas
FORT WORTH
C-26269 LOG NAME: 17NATIONSBESTEDPA
NON- PUBLIC
CONSENT HEARING:
NO
SUBJECT: Authorize Execution of an Economic Development Program Agreement with Our Nation's
Best Sports for the Construction of a New Corporate Headquarters Facility to be Located in
the Fossil Creek Business Park Near the Intersection of Fossil Creek Boulevard and North
Beach Street (COUNCIL DISTRICT 4)
RECOMMENDATION:
It is recommended that the City Council authorize the execution of an Economic Development
Program Agreement with Our Nation's Best Sports for the construction of a new, approximately
60,000 square foot, corporate headquarters to be located in the Fossil Creek Business Park near the
intersection of Fossil Creek Boulevard and North Beach Street.
DISCUSSION:
The Housing and Economic Development Department is proposing a 10-year Economic
Development Program Agreement with Our Nation's Best Sports (Company). The Company is a
purchasing cooperative composed of over 300 independent sporting goods merchandise retailers in
the United States and Canada. Its primary activity is to act as an agent on behalf of its membership
in order to consolidate the individual member's purchasing capacities and obtain more favorable unit
prices on sporting goods merchandise. The Company currently is looking to expand its corporate
headquarters and is considering a site in the Fossil Creek Business Park for construction of a new,
approximately 60,000 square foot facility.
In return for completing this project, the City will provide 10 annual economic development program
grants to Company in amounts equal to 50 percent of the City's taxes on the incremental value of the
real and business personal property investment at the site.
The Company hosts two semi-annual shows at the Fort Worth Convention Center that generate
approximately $9,200,000.00 in economic benefit to the City of Fort Worth on an annual basis. As a
result of the proposed relocation, the Company is considering hosting an additional show in Fort
Worth that could generate an additional $1,500,000.00 in local economic impact to the City.
Project:
Company must expend at least $3,250,000.00 in real property improvements at the site by December
31, 2014 and install at least $300,000.00 in non -inventory, non -supply, taxable personal property on
the site as of January 1, 2015 (as determined by the Tarrant Appraisal District's official tax rolls).
Failure to meet the minimum real property and personal property investment is a condition of default
and will result in immediate termination of the Agreement.
Utilization of Fort Worth Companies and Fort Worth Certified Minority/Women-Owned Businesses
(M/WBE) (Real Property Improvements):
The Company will be required to spend a minimum in the amount of $975,000.00 or 30 percent,
whichever is greater, of real property improvements with contractors that are Fort Worth
companies. The Company will also be required to spend a minimum in the amount of $812,500.00 or
http://apps.cfwnet.org/council packet/mc_review.asp?ID=18361 &councildate=5/21 /2013 05/22/2013
M&C Review Page 2 of 3
25 percent, whichever is greater, of real property improvements with contractors that are Fort Worth
certified M/WBE companies (with the understanding that dollars spent with Fort Worth Certified
M/WBE companies will also count as dollars spent with Fort Worth companies).
Employment Commitments:
The Company will be required to employ a minimum of 35 full-time employees on the property by
December 31, 2015. The Company has committed to fill the greater of 45 percent or 16 of these jobs
with Fort Worth residents and the greater of 10 percent or four of these jobs with Central City
residents, with an understanding that employment of Central City residents also counts as
employment with Fort Worth residents.
Utilization of Fort Worth Companies and Fort Worth Certified Minoritv /Women -Owned Businesses,
(M/WBE) (Supply & Services):
The Company will be required to spend the greater of 30 percent or $51,000.00 of annual
discretionary service and supply expenditures with Fort Worth companies. The Company will also be
required to spend the greater of 25 percent or $42,500.00 of annual discretionary service and supply
expenditures with Fort Worth certified M/WBE companies (with the understanding that dollars spent
with Fort Worth certified M/WBE companies will also count as dollars spent with Fort Worth
companies). Discretionary 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.
Trade Shows:
The Company will be required to conduct at least two annual markets at the Fort Worth Convention
Center or another location mutually acceptable to the Company and the City. If Company fails to
meet this commitment in any given year, the City will not be required to make an economic
development grant payment in the following year.
Citv Commitments:
All grant payments will be based on up to 50 percent of the taxes received by the City that are
attributable to the incremental increase in value of improvements on the real property and non -
inventory business personal property located on the site during the 10-year term of the Agreement.
Except for cases of default, failure to meet a commitment will result in a reduction of the
corresponding component of the grant for that year proportional to the amount the commitment was
not met as more specifically depicted in the following chart:
Company Commitment
(Real and Personal Property Investment
Fort Worth Contractors for Real Property
Improvements
Fort Worth Certified M/WBE Contractors for Real
Property Improvements
'Overall Employment
'Employment of Fort Worth Residents
(Employment of Central City Residents
Utilization of Fort Worth Companies for Services and
Supplies
Utilization of Fort Worth MWBE Companies for
Services and Supplies
(Total
The project is located in COUNCIL DISTRICT 4.
Potential
Grant
25 percent
2.5 percent
2.5 percent
10 percent
2.5 percent
2.5 percent
2.5 percent
2.5 percent
50 percent
http://apps.cfwnet.org/council_packet/mc_review.asp?ID=18361 &councildate=5/21/2013 05/22/2013
M&C Review Page 3 of 3
FISCAL INFORMATION/CERTIFICATION:
The Financial Management Services Director certifies that this action will not increase the total
appropriations on City funds.
TO Fund/Account/Centers FROM Fund/Account/Centers
Submitted for Citv Manager's Office bv:
Originating Department Head:
Additional Information Contact:
ATTACHMENTS
NBS Reference Map.pdf
Fernando Costa (6122)
Cynthia B. Garcia (8187)
Ana Alvarado (2661)
Robert Sturns (8003)
http://apps.cfwnet.org/council_packet/mc_review.asp?ID=18361 &councildate=5/21 /2013 05/22/2013