HomeMy WebLinkAboutContract 60564CSC No. 60564
ECONOMIC DEVELOPMENT PROGRAM AGREEMENT
This ECONOMIC DEVELOPMENT PROGRAM AGREEMENT ("Agreement") is entered
into by and between the CITY OF FORT WORTH ("City"), a home rule municipality organized
under the laws of the State of Texas, and PROBABLYMONSTERS INC., a Delaware corporation
("Company").
RECITALS
The City and Company hereby agree that the following statements are true and correct and
constitute the basis upon which the City and Company have entered into this Agreement:
A. Company is a technology company that provides game design activities to
consumers. Company is rapidly expanding its presence and market share in the United States, with
its headquarters currently in Bellevue, Washington.
B. Company desires to establish an office including primary corporate functions in
the City of Fort Worth, beginning with a lease for initial office space within the City at 210 E. 8th
Street ("Initial Site"), as more specifically described in Exhibit "A".
C. During the Term (as defined below) Company will continuously maintain an office
of at least 30,000 square feet in a building situated in the territorial boundaries of the City of Fort
Worth, which will be used for Company's primary corporate functions ("Ongoing Office Site").
D. To facilitate the establishment of Company's office within the City, the City has
agreed to provide grants to the Company for full-time jobs provided by the Company with an
average annual Salary over $75,000.00, for a total grant amount not to exceed $1,500,000.00.
E. The establishment of Company's office including primary corporate functions
within the City 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.
F. As recommended by the City's 2021 Comprehensive Plan, adopted by the City
Council pursuant to Ordinance No. 24732-03-2021 ("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, 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 ("380 Program").
G. The City Council has determined that establishing a Company office that houses
its primary corporate functions in the City will benefit and stimulate the local economy and that the
380 Program is an appropriate means to achieve this project.
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Economic Development Program Agreement
between City of Fort Worth and ProbablyMonsters Inc. 1 of 14
H. 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.
I. 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 F.
Affiliate means all entities, incorporated or otherwise, under common control with,
controlled by or controlling Company. For purposes of this definition, "control" means more than
fifty percent (50%) 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.
EmiDlovment Commitments collectively encompasses the 2024, 2025, 2026, 2027, and
2028 Employment Commitments that are set forth in Section 4.2.
Full-time Job means a job provided to one (1) individual by Company for at least forty
(40) hours per week at either the Initial Site or Ongoing Office Site, as applicable.
Initial Site has the meaning ascribed to it in Recital B.
Initial Site Commitment has the meaning ascribed to it in Section 4.1.1(a).
Ongoing Office Site has the meaning ascribed to it in Recital C.
Ongoing Office Site Commitment has the meaning ascribed to it in Section 4.1.1(b).
Policy has the meaning ascribed to it in Recital I.
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Program Grant(s) means the economic development grants paid by the City to Company
in accordance with this Agreement and as part of the 380 Program.
Records has the meaning ascribed to it in Section 5.2.
Salary means a cash payment or remuneration made by Company to an individual for
services rendered as an employee to Company, including any paid time off, commissions, bonuses,
or equity paid in accordance with Company's published bonus plan, but does not include the value
of any benefits provided to an employee or any reimbursements for actual and necessary expenses
incurred by the employee in the course and scope of the employee's job duties.
Salary Commitment has the meaning ascribed to it in Section 5.2.
Term has the meaning ascribed to it in Section 3.
Twelve -Month Period means the period between January 1 of a given year and December
31 of the following year.
f1w.1 uA
This Agreement will be effective as of March 21, 2023, 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 Company has
fulfilled all of its obligations required hereunder "Term").
4. COMPANY'S OBLIGATIONS AND COMMITMENTS.
4.1. Company will be entitled to receive five grant payments totaling up to One Million
Five Hundred Thousand Dollars and Zero Cents ($1,500,000.00) in accordance with
the terms of this Agreement.
4.1.1. Leasing.
a. On or before June 1, 2023, Company must lease office space at
the Initial Site for use as Company's primary office for its business
operations ("Initial Site Commitment").
b. Company shall continuously maintain an Ongoing Office Site
throughout the Term of this Agreement ("Ongoing Office Site
Commitment").
4.1.2. Emplovment Commitments.
a. Company must employ and retain at least 60 new Full -Time Jobs
on or before June 1, 2024 ("2024 Employment Commitment").
b. Company must employ and retain an additional 65 new Full -Time
Jobs, for an aggregate of at least 125 Full -Time Jobs on or before June 1,
2025 ("2025 Employment Commitment").
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between City of Fort Worth and ProbablyMonsters Inc. 3 of 14
C. Company must employ and retain an additional 50 new Full -Time
Jobs, for an aggregate of at least 175 Full -Time Jobs on or before June 1,
2026 ("2026 Employment Commitment").
d. Company must employ and retain an additional 50 new Full -Time
Jobs, for an aggregate of at least 225 new Full -Time Jobs on or before June
1, 2027 ("2027 Employment Commitment").
e. Company must employ an additional 75 new Full -Time Jobs, for
an aggregate of at least 300 Full -Time Jobs on or before June 1, 2028
("2028 Employment Commitment"). Company must continue to employ
at least 300 Full -Time Jobs through June 1, 2031.
f. Determination each year of compliance with the Employment
Commitments will be based on the employment data provided to the City
pursuant to this Agreement for the year under evaluation.
4.1.3. Average Annual Salarv. The average annual Salary, measured on an
annual basis beginning on June 1 of each year, of the Full-time Jobs pursuant to
the Employment Commitments must equal at least $75,000.00 ("Salary
Commitment").
4.1.4 Fort Worth Percentage. Company will use reasonable efforts to ensure
that at least 30% of the Full -Time Jobs are residents of the City of Fort Worth.
4.2. ReDorts.
4.2.1. Annual Emplovment and Salary Report.
On or before June 30, 2024 and June 30 of each year thereafter, in order for the
City to assess the degree to which the Full -Time Jobs for the previous calendar
year were met, as well as to verify the Salary Commitment of all the Full -Time
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 June 1 (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 its
final compliance report on or before June 30, 2031 for the City to confirm
Company's compliance with the retention requirement for the 2028 Employment
Commitment.
4.2.2. 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 Program Grants payable
in accordance with this Agreement.
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5. INSPECTIONS AND AUDIT
5.1 Inspections.
5.1.1 At any time during Company's normal business hours throughout the
Term and following reasonable notice to Company, the City will have the
right to inspect and evaluate the Initial Site and Ongoing Office Site, and
Company must provide full access to those areas reasonably necessary for
the City to monitor compliance with the terms and conditions of this
Agreement. Company will use reasonable efforts to cooperate with the
City during any such inspection and evaluation.
5.1.2 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.
5.2 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 will use
reasonable efforts to make all Records available to the City at the Initial Site or Ongoing
Office Site, as applicable, or at another location in the City with reasonable advance notice
that is acceptable to both parties. Company will otherwise use reasonable efforts to
cooperate with the City during any audit assuming that reasonable advance notice
acceptable to both parties has been provided. This section will survive for a period of three
years from the expiration or early termination of this Agreement.
6. PROGRAM GRANTS.
6.1. Generally
6.1.1 If the Company meets the Initial Site Commitment, 2024 Employment
Commitment, and Salary Commitment in a timely manner, Company will be
entitled to receive a Program Grant of $500,000.00, which will be paid by the City
to the Company within thirty (30) days after the City verifies that each of the
commitments has been met.
6.1.2. If the Company meets the Ongoing Office Site Commitment, 2025
Employment Commitment, and Salary Commitment in a timely manner, Company
will be entitled to receive a Program Grant of $400,000.00, which will be paid by
the City to the Company within thirty (30) days after the City verifies that each of
the commitments has been met.
6.1.3. If the Company meets the Ongoing Office Site Commitment, 2026
Employment Commitment and Salary Commitment in a timely manner, Company
will be entitled to receive a Program Grant of $300,000.00, which will be paid by
the City to the Company within thirty (30) days after the City verifies that each of
the commitments has been met.
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between City of Fort Worth and ProbablyMonsters Inc. 5 of 14
6.1.4. If the Company meets the Ongoing Office Site Commitment, 2027
Employment Commitment and Salary Commitment in a timely manner, Company
will be entitled to receive a Program Grant of $200,000.00, which will be paid by
the City to the Company within thirty (30) days after the City verifies that each of
the commitments has been met.
6.1.5. If the Company meets the Ongoing Office Site Commitment, 2028
Employment Commitment and Salary Commitment in a timely manner, Company
will be entitled to receive a Program Grant of $100,000.00, which will be paid by
the City to the Company within thirty (30) days after the City verifies that each of
the commitments has been met.
7. APPLICATION FEE AND FEE CREDIT.
Company has paid an economic development incentive application fee of $2,500.00.
8. DEFAULT, TERMINATION, AND FAILURE BY COMPANY TO MEET
VARIOUS DEADLINES AND COMMITMENTS.
8.1. Failure to Meet Emnlovment or Salary Commitments.
8.1.1 Except as otherwise set forth in this Agreement, if the Company fails to
meet the applicable Employment Commitments or Salary Commitment, such
failure will not constitute a default hereunder or provide the City with the right to
terminate this Agreement, but, rather, will only cause the amount of the applicable
Program Grant that the City is required to pay to be proportionally reduced by the
greater of the percentage shortfall of the following: (i) Employment
Commitment or (ii) Salary Commitment.
a. By way of example only, if Company only filled 200 Full -
Time Jobs for the 2027 Employment Commitment and met the fully
Salary Commitment for the 2027 calendar year, then Company
would be entitled to receive $176,000 (or 88% of the Program Grant
for that year) ((200/225) x 200,000).
b. By way of a second example, if Company only filled 200
Full -Time Jobs for the 2027 Employment Comments with an
average annual salary of $60,000 for calendar year 2027, then
Company would be entitled to receive $160,000 (or 80% of the
Program Grant for that year) ((60,000/75,000) x 200,000) and not
$176,000 because the shortfall was greater for the Salary
Commitment.
8.1.2 Notwithstanding anything to the contrary herein, if the Company
fails to maintain 300 Full -Time Jobs through June 1, 2031, as set forth in
Section 4.1.2(e), then Company will be in default of this Agreement and
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must repay the City the full $100,000.00 that the City paid to Company per
Section 6.1.5.
8.2. Failure to Comely with Initial or Ongoing Office Site Commitments.
If Company fails to comply with the Initial Site Commitment or Ongoing Office
Site Commitment in a timely manner, Company will be in default under this Agreement
and the City will have the right to terminate this Agreement following provision of notice
and opportunity to cure in accordance with Section 8.5.
8.3 Failure to Use Initial or Ongoing Office Sites for Business Operations.
If Company (i) fails to use the Initial Site or Ongoing Office Site, as applicable,
for, at a minimum, an office for Company's business operations for more than thirty (30)
consecutive calendar days at any time during the Term of this Agreement for any reason
(other than on account of Company's temporary displacement caused by office
renovations, pandemic or a casualty or force majeure affecting such location and resulting
ongoing repairs or restoration to that location necessitated by such casualty), Company will
be in default under this Agreement and the City will have the right to terminate this
Agreement following provision of notice and opportunity to cure in accordance with
Section 8.5.
8.4. Failure to Submit Reports.
If Company fails to submit any report required by and in accordance with this
Agreement, the City's obligation to pay any Program Grants at the time, if any, will be
suspended until Company has provided all required reports; provided, however, that if any
report required hereunder is delinquent by more than one (1) year, the City will have the
right to terminate this Agreement following provision of notice and opportunity to cure in
accordance with Section 8.5.
8.5. General Breach.
Unless stated elsewhere in this Agreement, Company will be in default under this
Agreement if Company breaches any term or condition of this Agreement. In the event
that such breach remains uncured after thirty (30) calendar days following receipt of written
notice from the City referencing this Agreement (or, if Company has diligently and
continuously attempted to cure following receipt of such written notice but reasonably
requires more than thirty (30) calendar days to cure, then such additional amount of time
as is reasonably necessary to effect cure, as determined by both parties mutually and in
good faith), the City will have the right to terminate this Agreement immediately by
providing written notice to Company.
8.6. Knowing Emvlovment of Undocumented Workers.
8.6.1 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
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between City of Fort Worth and ProbablyMonsters Inc. 7 of 14
undocumented worker, as that term is defined by Section 2264.00](4) of the Texas
Government Code. In the event that Company, or any branch, division, or
department of Company, is convicted of a violation under 8 U.S.C. Section
1324a(fl (relating to federal criminal penalties and injunctions for a pattern or
practice of employing unauthorized aliens):
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 of four percent (4%) per
annum; or
b. if such conviction occurs after expiration or termination of this
Agreement based on conduct that occurred during the term 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.
8.6.2. For the purposes of this Section 8.6, "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 8.6 does not apply to convictions
of any subsidiary or affiliate entity of Company, by any franchisees of Company, or
by a person or entity with whom Company contracts. Notwithstanding anything to
the contrary herein, this Section 8.6 will survive the expiration or termination of this
Agreement.
9. INDEPENDENT CONTRACTOR.
It is expressly understood and agreed that Company will operate as an independent
contractor in each and every respect hereunder and not as an agent, representative or employee of
the City. Company will have the exclusive right to control all details and day-to-day operations
relative to the Required Improvements and the Development Site and any improvements thereon
and will be solely responsible for the acts and omissions of its officers, agents, servants, employees,
contractors, subcontractors, licensees and invitees. Company acknowledges that the doctrine of
respondeat superior will not apply as between the City and Company, its officers, agents, servants,
employees, contractors, subcontractors, licensees, and invitees. Company further agrees that
nothing in this Agreement will be construed as the creation of a partnership or joint enterprise
between the City and Company.
10. INDEMNIFICATION.
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between City of Fort Worth and ProbablyMonsters Inc. 8 of 14
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, COSTSAND EXPENSES OFANYKIND, INCLUDING, BUT NOT LIMITED TO,
THOSE FOR PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR
LOSS TO COMPANY'S BUSINESS AND ANY RESULTING LOST PROFITS) AND
PERSONAL INJURY, INCLUDING, BUTNOTLIMITED TO, DEATH, THATMAYRELATE
TO, ARISE OUT OF OR BE OCCASIONED BY (i) COMPANY'S BREACH OFANY OF THE
TERMS OR PROVISIONS OF THIS AGREEMENT OR (n) 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 ANY
OTHER NEGLIGENT ACT OR OMISSION OF THE COMPANY THAT IS RELATED TO
THE PERFORMANCE OF THIS AGREEMENT. THE COMPANY HAS NO
INDEMNIFICATION OBLIGATION BEYOND THAT WHICH IS SET FORTH IN
CATEGORIES (i) AND (ii) ABOVE. BY WAY OF EXAMPLE, THE COMPANY HAS NO
DUTY TO INDEMNIFY THE CITY, ITS OFFICERS, AGENTS, SERVANTS,
REPRESENTATIVES OR EMPLOYEES FOR ANY NEGLIGENT ACT OR OMISSION OR
INTENTIONAL MISCONDUCT OF THE CITY, ITS OFFICERS, AGENTS, SERVANTS,
REPRESENTATIVE, OR EMPLOYEES.
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:
City of Fort Worth
Attn: City Manager
200 Texas Street
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
1150 South Freeway
Fort Worth, TX 76104
12. ASSIGNMENT AND SUCCESSORS.
Company:
ProbablyMonsters Inc.
Attn: Steve Burnaroos
210 E. 8a' Street
Fort Worth, TX 76102
with copies to:
General Counsel at the same address
and the following:
ProbablyMonsters Inc.
Attn: General Counsel
15800 SE Eastgate Way
Bellevue, WA 98008
Economic Development Program Agreement
between City of Fort Worth and ProbablyMonsters Inc.
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Company may, at any time assign, transfer, or otherwise convey any of its rights or
obligations under this Agreement to an Affiliate without the approval of the City so long
as Company, the Affiliate and the City first execute an agreement under which the Affiliate agrees
to assume and be bound by all covenants and obligations of Company under this
Agreement. Otherwise, Company may not assign, transfer or otherwise convey any of its rights or
obligations under this Agreement to any other person or entity without the prior consent of the City
Council, which consent will not be unreasonably withheld, conditioned on (i) the prior approval of
the assignee or successor and a finding by the City Council that the proposed assignee or successor
is financially capable of meeting the terms and conditions of this Agreement and (ii) prior execution
by the proposed assignee or successor of a written agreement with the City under which the
proposed assignee or successor agrees to assume and be bound by all covenants and obligations
of Company under this Agreement. Any attempted assignment without the City Council's prior
consent will constitute grounds for termination of this Agreement following ten (10) calendar days
of receipt of written notice from the City to Company. Any lawful assignee or successor in interest
of Company of all rights under this Agreement 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 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.
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.
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between City of Fort Worth and ProbablyMonsters Inc. 10 of 14
hi 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.
EXECUTED as of the last date indicated below:
City:
By:
William Johnson (D c 5, 202309:43 CST)
Name:
William Johnson
Title:
Assistant City Manager
Date: Dec 5, 2023
ProbablyMonsters Inc.
A Delaware Corporation:
S'L3rv. 2uuad+com
By:
Name: Steve Burnaroos
Title: Vice President of Operations
Date: Nov 27, 2023
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between City of Fort Worth and ProbablyMonsters Inc.
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FOR CITY OF FORT WORTH INTERNAL PROCESSES:
Approval Recommended:
By: Robert Stums (Nov 28, 2023 08:38 CST)
Name: Robert Sturns
Title: Director, Economic Development
Department
Approved as to Form and Legality:
By: uJ�
Name: Tyler F. Wallach
Title: Assistant City Attorney
Contract Authorization:
M&C: 23-020
Contract Compliance Manager:
By signing I acknowledge that I am the
person responsible for the monitoring and
administration of this contract, including
ensuring all performance and reporting
requirements.
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By: K
Name: Kelly N. Baggett
Title: Innovation Coordinator, Economic
Development Department
City Secretary:
By:
Name: Janette Goodall
Title: City Secretary
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OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Economic Development Program Agreement
between City of Fort Worth and ProbablyMonsters Inc. 12 of 14
EXHIBIT "A"
Initial Site
Economic Development Program Agreement
between City of Fort Worth and Company 13 of 14
Economic Development Program Agreement
between City of Fort Worth and Company 14 of 14
10/25/23, 3:48 PM
M&C Review
CITY COUNCIL AGENDA
Create New From This M&C
DATE: 3/21/2023 REFERENCE
NO..
Official site of the City of Fort Worth, Texas
FORTWORTH
M&C 23- LOG NAME: 17PROBABLYMONSTERSEDPA
0218
CODE: C TYPE: NON- PUBLIC NO
CONSENT HEARING:
SUBJECT: (CD 9 / Future CD 9) Authorize Execution of an Economic Development Program
Agreement with ProbablyMonsters, Inc. or an Affiliate, in an Amount Not to Exceed
$1,500,000.00 for the Establishment of a Primary Office in the City of Fort Worth and
Associated Employment Commitments
RECOMMENDATION:
It is recommended that the City Council authorize execution of an economic development program
agreement with ProbablyMonsters, Inc. or an affiliate, to provide up to five annual grants in a
total amount not to exceed $1,500,000.00 for the establishment of primary office in the City of Fort
Worth and associated employment commitments.
DISCUSSION:
ProbablyMonsters, Inc., (Company) is a technology company focused on electronic game design and
production. The Company's corporate headquarters and primary operations are currently located in
Bellevue, Washington. Following a national site search, the Company will establish a primary
office in the City of Fort Worth, beginning with temporary office space anticipated to be located at 210
E. 8th Street or other suitable office space located in Fort Worth on or before June 1, 2023. Company
thereafter will lease a minimum of 30,000 square feet of permanent office space located in Fort Worth
on or before December 31, 2024.
In order to facilitate the establishment of the primary office, the City proposes to enter into an
Economic Development Program Agreement (Agreement) to provide up to five annual grants in an
aggregate amount not to exceed $1,500,000.00 as authorized by the Chapter 380, Texas Local
Government Code, and as authorized under Section 9 of the City's General Chapter 380 Policy
relating to incentives for Technology Company Projects.
Company's commitments under the proposed Agreement include the following:
Company must lease temporary office space of 9,000 square feet within the City on or before June
1, 2023;
Company must lease a minimum of 30,000 square feet of permanent office space within the the
City on or before December 31, 2024;
Company must provide a minimum number of full-time jobs by certain deadlines
60 full-time jobs by June 1, 2024
125 full-time jobs by June 1, 2025
175 full-time jobs by June 1, 2026
225 full-time jobs by June 1, 2027
300 full-time jobs by June 1, 2028
Company must retain all 300 full-time jobs through June 1, 2031; and
Average annual salaries for the required jobs must be at least $75,000.00 during the entire term of
the agreement.
Company will use its best efforts to hire locally with a goal of 30\0/o employment with Fort Worth
residents.
City's commitments under the proposed Agreement include the following:
Year one grant of $500,000.00 upon verification of temporary site lease and year one employment
and salary commitments;
Year two grant of $400,000.00 upon verification of permanent site lease and year two employment
and salary commitments;
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Year three grant of $300,000.00 upon verification of year three employment and salary
commitments;
Year four grant of $200,000.00 upon verification of year four employment and salary
commitments; and
Year five grant of $100,000.00 upon verification of year five employment and salary commitments.
Agreement will include certain clawback provisions ensuring that jobs are maintained for a period of
at least three years following the fifth operating year.
Company will initially be located in COUNCIL DISTRICT 9 / Future COUNCIL DISTRICT 9.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that approval of this agreement will have no material effect on the
Fiscal Year 2023 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
ID ID Year (Chartfield 2)
FROM
Fund I Department Account Project Program Activity Budget Reference # Amount
ID ID Year (Chartfield 2)
Submitted for Citv Manaaer's Office by: William Johnson (5806)
Originating Department Head: Robert Sturns (2663)
Additional Information Contact: Kelly Baggett (2617)
ATTACHMENTS
Form 1295 Certificate - ProbablWonsters. Inc..pdf (CFW Internal)
map.pdf (Public)
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