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HomeMy WebLinkAbout065175 - Construction-Related - Contract - Weir Minerals U.S. Inc.City Secretary ��I Contract No This CHAPTER 380 EOONOM IC DEVFIDPNI ENT PROGRAM AGREE I ENT (" Agreement") is entered into by and between the CITY OF FORT WORTH, TEKASI a Texas home -rule municipal corporation ("City'), and WORM INERALS U.S, INC., a Delaware corporation authorized to do business in the Nate of Texas ("Company') or an Affiliate (as defined and permitted in this Agreement), RECITALS Company is an international company with an existing divisional headquarters located in the City at 777 Main Street Fort Worth, Texas 76102, as further described in the attached Exhibit "A" ("Project Site").The Company intends construct Tenant Improvements (defined below) to expand its divisional headquarters at the Project Site pursuant to a commercial lease with the owner of the Project Ste (" Project"). To carry out the Project, Company has committed to: (i) lease a minimum of 15,000 square feet of office space at the Project Site for a minimum 8-year term; (ii) expend a minimum of $3,400,000.00 in Tenant Improvement Costs (defined below); and (iii) provide a minimum of 67 Full -Time Jobs (defined below) assigned to (defined below) the Project Site at an average annual salary of $160,000.00 (collectively, "CompanyCommitmentd'). As recommended by the City's 2023 Comprehensive Plan, adopted by the City Council pursuant to Ordinance No. 26050-03-2023 ("Comprehensive Plan") and in accordance with the City of Fort Worth'sChapter 380 Economic Development Program Policy, asamended, the City has established a program through which the City may, 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, aswell asthe 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 public benefits to be made or invested in the City ("Chapter 380 Program"). The provisions of this Agreement, as well as the proposed Project and nature of the Company Commitments as described in this Agreement will benefit and stimulate the City's local economy and the use of Chapter 380 Program funds is an appropriate incentive to provide to Company to facilitate the Project pursuant to the City's Economic Development Program Policy. Accordingly, subject to the terms of the Agreement and pursuant to Chapter 380, Texas Local Government Code, Citywill provide Company aone-time grant for the Project (the "Grant"). The City Council has determined that: (i) by entering into this Agreement, the potential economic benefits that will accrue to the City are consistent with the C1ty'seconomic development objectives, as outlined in the Comprehensive Plan; and (ii) the feasibility of the Company Cormitments is contingent on Cornpany's receipt of the Gant. OFFICIAL REGt'-''e:,,;� , Economic Development Program Agreomont- CITY SECRETARY Mir Minerals U.S., Inc. 1 of 19 FT. WORTH, TX i The City Council authorized execution of this Agreement on February 10, 2026, pursuant to M &C No. 26-0097. NOW, THEFUORE, in consideration of the mutual benefits and obligations provided for in this Agreement, the receipt and sufficiency of which is acknowledged, Company and City agree as follows: AGREEMENT 1. INOORPORATION OF RECITALS The City and Company 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. DERNITIONS In addition to terms already defined in this Agreement, the following terms are defined: Affiliate means any corporation, general partnership, limited partnership, limited liability partnership, trust, company or other association, enterprise, organization, or entity that, directly or indirectly, through one or more intermediaries, that controls, is controlled by, or under common control with the Company. For purposes of this definition, "control," "controlled," or "controlling" means possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of Company, whether through the ownership of voting securities or interests, bycontract or otherwise (such as, without limitation, the general partner in a limited partnership or the managing member of a limited liability company per the terms of a company's operating agreement). Director meansthe director of the My's Economic Development Department. Event of Default means a breach of this Agreement by either party, either by act or omission, as more specifically set forth below in fiction 7. Hirst Operating Year means the calendar year commencing on January 1 of the year following completion of the Tenant Improvements, or, at the election of the Company, the partial calendar year in which the Tenant Improvements are completed as applicable and asrequired bythisAgreement. Full -Time .Job or "FTJ' means a job provided to one (1) individual by Company on the Project Ste with two thousand eighty (2,080) straight -time paid hours in a fiscal year (or the industry standard or union standard for equivalent full time for such category of jobs if less), exduding shift differential work and overtime and includes current Company jobs and new jobs that meet the Annual S3ilary Commitment (defined below). A Full-time .bb will be considered new if the individual was hired on or after the Effective Date. HJCompletion Deadline means on or before December 31, 2026. Economic Development Program Agreement - Weir Minerals U.S., Inc. 2 of 19 Lease Commitment Deadline means on or before March 31, 2026. Legal Requirements means federal, state and local laws, ordinances, rules and regulations, including, but not limited to, all provisions of the City's charter and ordinances, asamended. Salary means the cash payment made to a person holding a Full -Time .bb, including paid time off, commissions, and non -discretionary bonuses. Salary does not include any benefits, such as health insurance or retirement contributions, reimbursements for employee expenses, any discretionary bonuses, shift differential work, or overtime. Tenant Improvements means Project improvements at the Project Ste, including infrastructure improvements, facility modernization, construction, utility installation, and other construction related to the development and expansion of the Company's divisional headquarters at the Project Ste in accordance with the Tenant Improvements Commitment (asdefined below) and as verified in the Certificate of Completion issued by the Director in accordance with thisAggreement. "Tenant Improvements" does not include Project Ste acquisition costs nor the value of any existing improvements on the Project Ste as of February 10, 2026 (date of City Council's approval of thisAgreement). Tenant Improvements Completion Deadline means on or before March 31, 2027. Tenant Improvement Costs means hard and soft costs expended directly for the Tenant Improvements including actual construction costs, site work, infrastructure improvements, facility modernization, utility installation, directly related contractor fees, labor costs, costs of supplies and materials, engineering fees, architectural and design fees, and permit fees. "Tenant Improvement Costs" does not include any rent payments or other costs required by a lease for the Project or Project Ste. 3. TERM. ThisAgreement takeseffect on the later date of which the City and Company have both executed this Agreement ("Effective Date") and, unless terminated earlier in accordance with its terms and conditions, expires three (3) years from the beginning of the First Operating Year (" Term" ). 4. 00M PANY CIBLI GA ONS AN D COMMITMENTS 4.1. Tenant Improvements. Company must expend or cause to be expended at least $3,400,000.00 in Tenant Improvement Costs on Tenant Improvements by the Tenant Improvements Completion Deadline ("Tenant Improvements Commitment"). Failure to meet this obligation constitutes an Event of Default and subject to forfeiture of the Grant as provided below in Section 7. The value of the Tenant Improvementswill be determined in accordance with the Final Construction Report asset forth below in %ction 4.6.1. Economic Development Program Agreement - Weir Minerals U.S., Inc. 3 of 19 4.2. Lease Commitment. Company must lease at least 15,000 square feet of office space at the Project Ste for the Project purpose by the Lease Commitment Deadline for a minimum of 8 years ("Lease Commitment"). Failure to meet this obligation constitutes an Event of Default and subject to forfeiture of the Gant as provided below in %ction 7. 4.3. Full -Time Jobs. Company must employ and retain for the Term at least 67 Full - lime ,bbs assigned to the Project Ste by the FTJ Completion Deadline (" FI'J Commitment"). For purposes oft his Agreement"assigned to" means: (i) physically onsite full time; or (ii) hybrid on -site with such employees living within the municipal corporate limits of the City of Fort Worth or no more than 1-hour commutIng.distance from the Project Ste. Failure to meet the FTJ Commitment constitutes an Event of Default and subject to forfeiture of the Gant as provided below in Section 7. Determination of each year of compliance with the FTJ Commitment will be based on the employment data provided pursuant to Section 4.8.2 of thisA,greement by Company to the City for the year under review. 4.4. Average Annualized Salary. In each year of the Term, the average annualized Salary, measured on a calendar year basis, for all Full -Time Jobs employed and retained at the Project Ste must equal at least $160,000.00 ("Annual Salary Commitment"). Failureto meet thisobligation in anyyear of the Term constitutes an Event of Default and subject to forfeiture of the Grant as provided below in Section 7. If the Company elects for the First Operating Year to be a partial calendar year, the Average Annualized Salary requirement will be reviewed on a pro rata basis in relation to the percentage of a full calendar year that is represented by the First Operating Year. For example, if the First Operating Year begins on August 15th, the Average Annualized Salary requirement would be reduced from $160,000 to $60,493.15 for the First Operating Year only, reflecting the reduced timeframe of 138 days instead of 365 days. 4.5. Other Employment Commitment. Company must use good faith efforts to prioritize recruitment and employment of Fort Worth residents for at least 30%of any new Full -Time Jobs ("Local Hiring Commitment"). For purposes of this Section, "good faith efforts" meansdiligent, proactive, and sustained efforts by the Company, consistent with a prudent corporation in similar circumstances and of similar size and resources, to, achieve the Local Hiring Commitment. In addition to the delivery of a plan to hire Fort Worth residents, a demonstration of good faith efforts by Company shall include documentation sufficient to the Director of: (a) early planning and outreach; (b) advanced outreach to Fort Worth residents; and (c) advertising of employment opportunities through customary industry channels and any City -designated platforms. Failure to meet the Local Hiring Commitment will not result in a default under this Agreement; provided Company complieswith the good faith effort standard provided in this Section. A.-.6 I-ocal LT_)dgil_iq Commitment. Colripany shall use good faith efforts to require a minimum of 260 stays per year of the TCa'ITI, and that Company corporate lodging related to travel to the 1'ioject Ste be lirnited to hotels located within the City ("Local Lodging Economic Development Program Agreement - Weir Minerals U.S., Inc. 4 of 19 Commitment"). For purposes of this Section, "good faith efforts" means diligent, proactive, and sustained efforts by the Company, consistent with a prudent corporation in similar circumstances and of similar size and resources, to achieve the Local Lodging Commitment. Ademonstration of good faith effort also includes Company, within ninety (90) days of the end of each year of the Term, providing written documentation, to the reasonable satisfaction of the Director, demonstrating complianoewith the Local Lodging Commitment. Failure to meet the Local Lodging Commitment will not constitute an Event of Default under this Agreement. 4.7. Shall Business Use Commitment. %bject to the waiver request procedures provided below, Company must expend or cause to be expended at least 30%of the total Tenant Improvements Costs (both hard and soft costs) with S-nall Businesses (the "Small Business Commitment"). "Small Business" means a business entity located in Tarrant, Wise, Johnson, Parker or Denton County that holds certification as a small business from an organization approved by the City Manager (City Small Business Ordinance No. 27832- 08-2025). If Company does not meet the Small Business Commitment the Grant shall be reduced by 10% Company shall be responsible for providing the following information to the Director: (i) a plan to utilize Small Businesses within 12 weeks of the Effective Date of this Agreement; (ii) quarterly reports on the use of Small Businesses throughout each construction phase of the Tenant Improvements; and (iii) the name of a contact person for the Company that will have knowledge of each construction phase of the Tenant Improvements. 4.7.1 Failure to Meet Small Business Commitment. If the Company does not meet the Small Business Commitment but has otherwise met the Tenant Improvement Commitment, such event will not constitute an Event of Default hereunder or provide the City with the right to terminate thisAgreement. 4.7.2 Waiver Authority. Notwithstanding anything to the contrary in this Agreement, the City may, in its sole discretion, waive the ten percent (10%) reduction to the Grant that would otherwise result from the Company's noncompliance with the Shall Business Commitment, if the Company demonstrates to the City's satisfaction, through documentation sufficient to the City, that despite the Company's Best Efforts (defined below) it was unable to comply with the Small Business Commitment. 4.7.3. Best Efforts Standard. For purposes of this %ction 4.7., "Best Efforts" means diligent, proactive, and sustained efforts by the Company, consistent with a prudent developer in similar circumstanoesand of similar size and resources, to achieve the Small Business Commitment. In addition to the delivery of a plan to utilize Small Businesses required by this Agreement, a demonstration of Best Effortsby Company shall include documentation sufficient to the Director of: (a) early planning and outreach through the timely identification of 3-nall Business participation opportunities; (b) advanced outreach to S-nall Businesses; (c) Economic Development Program Agrooment - Weir Mlnorals U.S., Inc. 6 of 19 advertising of subcontract opportunities through customary industry channels and any City -designated platforms; (d) direct solicitation of qualified mall Businesses; and (e) ongoing efforts throughout the construction phase of the Tenant Improvements to identify additional or replacement 9-nall Business opportunitiesif initial effortsdo not achievetheftall Business Commitment. 4.7.4. Sufficient Documentation. "Documentation sufficient to the Director" shall consist of clear, complete, and verifiable written materials demonstrating compliance with the Best Efforts standard. 4.7.5. Waiver Request Procedure. To request a waiver under this Saction, the Company must: submit a written waiver request to the City at least thirty (30) days prior to the submission of the Final Construction Report; or within at least ten (10) days of the date Company determines it cannot meet the 9'nall Business, whichever occursfirst; and deliver the waiver request, together with all Documentation sufficient to the Director to the address and in the manner specified in the Notice provision of thisAgreement or asdirector bythe Director. 4.7.6. Form and Content. Any waiver request must include: (a) a summary narrative of efforts undertaken; (b) identification of the shortfall relative to the 9-nall Business Commitment; (c) an explanation of the specific impediments encountered; and (d) a statement of any partial Small Business participation achieved. 4.7.7. City Review and Determination. The City will provide a written determination within forty-five (45) days after receiving a compliant waiver request. In determining whether to grant a waiver, the City will consider whether the Company's actions meet the Best Efforts standard and any Tenant Improvement -specific constraints and market conditions. Subject to City's review and determination as described above, aty may: (a) grant the waiver in whole or in part, including a proportional reduction of the ten percent (10%); or (b) deny the waiver. The City's determination shall be final under this Agreement, subject to any dispute resolution procedures expressly provided herein. The City may condition anywaiver on reasonable remedial measures; provided such conditions are consistent with applicable law, policies, regulations, and thisAgreement. 4.7.8. Reservation of Ricthts. Nothing in this fiction obligates the City to grant a waiver. Absent a written waiver issued by the City pursuant to this Section, the ten percent (101/o) reduction to the Gant shall apply in accordance with this Agreement. Economic Development Program Agreement - Mir Minerals U.S., Inc. 6 of 19 4.8. Deportsand Filings. 4.8.1. Final Construction Deport. Within sixty (60) calendar days following the Tenant Improvement Completion Deadline, Company must provide the Director with a report in a form reasonably acceptable to the Director that specifically outlines the Tenant Improvement Costs expended, together with supporting invoicesand other documents necessary to demonstrate that such amountswere actually paid, including, without limitation, final lien waiverssigned bythegeneral contractor each phase ("Final Construction %port(s)"). 4.8.1.1. In addition to providing the Final Construction Report and upon commencement of construction of the Tenant Improvements and continuing until the Tenant Improvement Completion Deadline, Company must provide the Director with a calendar -year, quarterly report in a form reasonably acceptable to the Director that specifically outlines the then - current aggregate Tenant Improvement Costs expended ("Quarterly Deport(s)"). All Quarterly Reports are due as follows (if the due date falls on a holiday or weekend, then the due date will be the next business day): First Quarter (.din. through Mar.) report —April 30. Second Quarter (Apr. through Jun.) report — July 31. Third Quarter (Jul. through Sep.) report —Oct. 31. Fourth Quarter (Oct. through Dec.) report —.tan. 31. 4.8.2. Annual Employment and Salary Deport. On or before March 1 of the second Operating Year, and of each year thereafter for the remainder of the Term, in order for the aty to assess the degree to which Company met in the previous year FTJCommitment and theAnnual Salary Commitment, Company must provide the Director with a report in a form reasonably acceptable to the City that sets forth the total number of individuals who held Full -Time .bbs assigned to the Project Ste, aswell asthe Salaryof each, all asof December 31 (or such otherdate requested by Company and reasonably acceptable to the City) of the previous calendar year, together with reasonable supporting documentation. Sich reasonable supporting documentation for the Salary of each Full -Time Job at the Project Ste will consist of payroll exports or withholding documentation of Company's employees with confidential employee and personally identifiable information redacted. 4.8.3. Additional Information Requested by City. Company will supply any additional information reasonably requested by the City that is pertinent to the City's evaluation of compliance with each of the terms and conditions of this Agreement. Economic Devolopment Program Agreement - Mir Minerals U.S., Inc. 7 of 19 4.9. Inspections of Proiect Site and Tenant Improvements 4.9.1. In accordance with Company's site policies which require reasonable (at least 72 hours) advance notice and visitor information, the City will have the right to inspect and evaluate the Project and Project Ste, and any improvements thereon, and Company will provide full acoessto the same, for the City to monitor compliance with the terms and conditions of this Agreement in such a manner that does not unreasonably interfere with either the construction or operation of the Project. Company will use reasonable efforts to cooperate fully with the City during any such inspection and evaluation. 4.9.2. Notwithstanding the foregoing, Company may require that any representative of the City be escorted by a Company representative or security personnel during any such inspection and evaluation and abide byany site policies and protocols regarding health, safety, and treatment of Company's confidential information. 4.10. Audits, The City has the right throughout the Term to audit the financial and business records and any other documents necessary to evaluate Company's compliance with this Agreement or with the commitments set forth in this Agreement (collectively, "Moords'). Company must make all applicable Records available to the City at the Project and Project Ste or at another location in the City acceptable to both parties following prior notice (72 hours) and will otherwise use reasonable efforts to cooperate fully with the City during any audit. 4.11. Use of Project Site. The Project and Project Ste and any improvements thereon, including the Tenant Improvements, must be always used during the Term of this Agreement for Company's lawful Project business operations, as set forth in this Agreement. 5. CER11RCATEOFOOMPLE[ION. Within ninety (90) calendar days following receipt by the City of the Fnal Construction Report for the Tenant Improvements submitted in accordaneewith ,action 4.8.1 of this Agreement, and assessment by the City oft he information contained therein, if the City is able to verify that the Company met all requirements for the Tenant Improvements, the Director will issue Company a certificate stating the amount of Construction Costs expended for the Tenant Improvements ("Certificate of Completion"). Issuance of the Certificate of Completion will not be unreasonably withheld. 6. GRANT. 6.1. %bject to Company's full compliance and performance of its commitments and obligations under tliisAgreement and any applicable forfeiture or penalty applied to the Grant as provided for under this Agreement including the Clawback (as defined below), Economic Development Program Agreement - Mir Minorals I.I.S., Inc. 8 of 19 the City, on or before June 1st following the end of the First Operating Year, agrees to provide the Grant through a one-time lump sum payment not to exceed $185,000.00. 6.2. Source of Grant Funds. 6.3.1. It is understood and agreed that the Grant made pursuant to this Agreement will come from currently available general revenues of the City and not directly from ad valorem taxes on the Project Ste or improvements thereon that are received by the City. 6.3.2. Company understandsand agreesthat any revenues of the City other than those dedicated for payment of the Grant pursuant to 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 basisfor calculating the amount of any future Gant or other obligation of City to Company. 6.3.3. Non -Appropriation of Funds. If no funds, or insufficient funds, are appropriated by City in any fiscal period for any payments due under this Agreement, Citywill notify Company of such occurrence and thisggreement shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to City of any kind whatsoever, except asto the portions of the payments herein agreed upon for which funds have been appropriated. 7. DEFAULT. 7.1. Failure to Meet Commitments. Subject to %ction 7.2 below but notwithstanding any other provision of this Agreement, failure by Company to meet the Tenant Improvements Commitment, Lease Commitment, RJ Commitment, or Annual salary Commitment constitutes an Event of Default, in which case, in addition to the enforceability of other provisions of this Agreement as applicable, the Company will forfeit the Gant until Company is able to demonstrate compliance pursuant to this Agreement. 7.2. Failure to Meet Commitments due to Force Majeure Event. Failure to meet the Tenant Improvements Commitment, Lease Commitment, Fr'J Commitment, or Annual glary Commitment due to a Force Majeure Event (as defined below in Section 18) shall not constitute a default and shall be subject to an equitable extension of the applicable Commitment deadline(s). 7.3. Knowing r"ployrnent of Undocumented Workers, Economic Development Program Agreement - Weir Minerals U.S., Inc. 9 of 19 7.3.1. Company acknowledges the City is required to comply with restrictions on the use of certain public subsidies pursuant to Chapter 2264 of the Texas Government Code, as amended. Cbmpanyherebycertifiesthat 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 Cade. If (bmpany, or any branch, division, or department of Company, iseonvicled of a violation under8 U.SC Section 1324a(f) (relating to federal aiminal penalties and injunctions for a pattern or practice of employing unauthorized alieno and such violation occurs during the Term of this Agreement: (i) if sudh conviction occurs during the Tenn of this Agreement, this Agreement will tenninate 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 daysfollowing receipt of written demand from the City, the aggregate amount of Gant received by Company hereunder, if any, plus Simple Interest at a rate of two percent (2) per annum based on the amount of Gant received in each previous year as of December 31 of the tax year for which the Grant wasreceived AND the full amount of any Gant received at the time of the oonviction; or (ii) if such oonviction occurs after expiration or termination of this Agreement, subject to any appellate rights that may lawfully be available to and exercised by Company, Company must repay, within one hundred twenty(120) calendar daysfollowing receipt of written demand from the pity, the aggregate amount of Gant received by Company hereunder, if any, plus Simple Interest at a rate of two percent (201) per annum based on the amount of Grant received in each previous year as of December 31 of the tax year for which the Gant wasreceived AND the full amount of anyGrant received at the time of the oonvietion. 7.3.2. For the purposes of this Suction, "Simple Interest" is defined as a rate of interest applied only to an original value, in this case the aggregate amount of the Gant. This rate of interest can be applied each year but will only apply to the aggregate amount of the Gant and is not applied to interest calculated, For example, if the aggregate amount of the Gant is $10,000 and it is required to be paid bacicwith two percent (2%) interest five years later, thetotal amount would be $10,000 + [5 x ($10,000 x 0.02)], which is $11,000. This fiction does not apply to convictions of any subsidiary or affiliate entity of Cornpany, by any franchisees of GnrgJany,orbyaperson orentitywit IiwhornCompany contracts. Notwithstanding anyttliiigtothecontraryherein,theparticsagreethattheGantisa"p 11 csubsidNP (as that Perm is defined in %diion 2261.00'1, 'l(,xas Government Code) for the: Economic Developrnont Program Agreement - woir Minerals U.S., Inc. 10 of 19 benefit of Company. This Section will survive the expiration or termination of this Agreement. 7.4. Lease Termination or Tenant Improvements Conveyance. The City will have the right to terminate thisAgreement immediately upon written notice to Company upon the occurrence of any of the following events: (i) the termination of the Project Ste lease by Company's landlord for any default or breach; (ii) conveyance of the Tenant Improvements, or any part thereof pursuant to an action to foreclose or otherwise enforce a lien or mortgage; or (iii) appointment of a trustee or receiver for the Project, or any part thereof, or Tenant Improvements, and such appointment is not terminated within one hundred twenty (120) calendar days from the date the appointment occurs. 7.6. Failure to Pay Taxes or Non -Compliance with Other Legal Requirements. An Gent of Default will occur if any ad valorem taxes owed to the City by Company becomes delinquent and Company does not timely and properly follow the legal procedures for protest or contest of any such ad valorem taxes, or Company is in violation of any Legal Requirement due to any act or omission connected with Company's operations on the Project, Project Ste, or any part thereof; provided, however, that an Event of Default will not exist under thisprovision unless Company fails to curethe applicable failure or violation within thirty (30) calendar days (or such additional time as may be reasonably required to cure such failure or violation as determined by mutual agreement of the parties in good faith) after Company receiveswritten notice of such failure or violation. 7.6. General Breach, Cure, and Right to Terminate. In addition to Sections 7.1 — 7.5., or Section 7.7., an Event of Default under thisAgreement will occur if either party breaches any term or condition of this Agreement, in which case the non -defaulting party must provide the defaulting party with written notice specifying the nature of the Event of Default. %bject to Sections 7.1 and 7.2, in the event that any Event of Default hereunder remains uncured after thirty (30) calendar days following receipt of such written notice (or, if the defaulting party 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 non -defaulting partywill have the right to terminate thisAgreement, effective immediately, by providing written notice to the defaulting party. 7.7. Repayment of Grant — Clawbadc. Notwithstanding any other provisions of this Agreement, if at any time following payment of the Grant pursuant to this Agreement, Company fails to meet the Lease Commitment, FTJ Commitment, and the Annual Salary Commitment, Companyshall return, by payment to the City no later than ninety (90) days following written notice from the City, an amount equal to the Grant paid (the "Qawbadc"); provided, however, the Clawbad< may be prorated to reflect the number of years remaining under the Lease Commitment, FTJ Commitment, or Annual Salary Corrlmitrnent, as applicable. For example purposc,sonly, if the Companyfailsto meet the I conon le Devolopment Program Agreement - Weir Minerals U.S., Inc. 11 of 19 Lease Commitment in year five of the lease term, then Company would remit $69,375.00, or 3/8's of the Gant, tothe City, reflecting three years of unfulfilled Lease Commitment. Failure by Company to make payment to the Cityfor the Clawback pursuant to this %ction is an Event of Default under this Agreement and, in addition to all remedies provided herein, City may pursue collection of the amount due by any and all available means at law or in equity. This Section shall survive termination of thisggreement. 8. INDB:IENDBVT CONTRACTOR It is expressly understood and agreed that Company will operate as an independent contractor in each and every respect under this Agreement and not as agents, representatives or employees of the City. As to the City, Company will have the exclusive right to control all details and day-to-day operations relating to the Project and Project Ste and any improvements thereon, and will be solely responsible for the acts and omissions of their officers, agents, employees, contractors, subcontractors, licensees, and invitees. Company acknowledges that the doctrine of reTondeat superior will not apply as between the City and Company, their 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 orjoint enterprise between the City and Company. 9. INDENINIRCATION. COMPANY, AT NO COST TO THE CITY, AGREES TO D&TND, INDBWNIFYAND HOLD THEOTY, AND ITS 7IVEOFRQ9R� AG13V7Sy PHY ESBVTATIVES AND EMRLOYEES HARWLESSAGAINSTANYANDALLOLAIMS} LAWSUITS AC710N,5 C.OSTSAND OffMSESOFANYNND, INCLUDING; BUTNOTUMITEDTO, THOSE FORPROFB;UYDAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO COMPANIES BUSINESS AND ANY PESUL77NGLOSTPRORV� AND PERSO)VALINJJRY, INCLUDING DEATH, THATMAYRELATETO, ARSE OUT OF OR BE OOC BONED BY' (i) COMPANY'S BREAC-/ OF ANY OF THE TMW S OR PR01fi&0NSOFTH/SAG:WH3WENT; OR(ii) ANYNEGLIGBVTACTOROMISSIONORINTENTIONAL MISOONDUGTOFOOMPANY, ITSOFR'QER� AGFJV7 AMaATES EMPLOYEE; CONTRACTORS ORSUBOONTFACTOR. RELATED TOANYOOMPANYCOMM17MEIV7-SINCLUDINGTHE TENANT IMPFOVEMENRS� THEPROJECTANDPI-nB7STE(S) AND ANYOPIERA71ONSANDAOTIW77ES THEREON, OR THE AtVQEORNON-FSVD WANGEOFTHISAGREEMBVTO7HERWISE THISSECTION WILLSUROVEANYTERMINATION ORE)SR471ON OF7HISAGREBVIBVT. 10. NOTICES. All written notices called for or required by thisAgreement must be addressed to the following, or such other party or address as either party designates in writing, by certified mail, postage prepaid, or by hand delivery: City: City of Fort Worth 100 Fort Worth Trail Fort Worth, Texas 76102 Attn: City Manager With copies each to City's: Econondc Dovolopment Program Agreement - Welr Minerals U.S., Inc. Company: Weir Minerals U.S, Inc. 777 Main Street, Suite2050 Fort Worth, Texas76102 Attn: I hil Carey, VPof Finance: I with copyto:----- '12 of 19 City Attorney and Director of Economic Julia Anderson, North America Corporate Development at the same address. Counsel, at the same address. 11. ASSIGNMENTS Company may, at any time, assign, transfer, or otherwise convey any of its rights or obligations under this Agreement to an Affiliate without the consent of the City in which case Company must provide Otywith a memorandum outliningthe date of the assignment and the name and contact information of the Affiliate; provided, however, that such assignment must confirm that the Affiliate agrees to assume and be bound by all assigned obligations of Company under this Agreement and that a full and complete copy of the executed assignment will be provided to the City with the memorandum. The City may request, and the Company will provide, such additional information City may reasonably require to verify and enforce the Agreement. Except as provided in this Section 11, Company may not assign, transfer, or otherwise convey any of its rights or obligations under this Agreement to any other entity or person without the prior consent of the City Council 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 that the proposed assignee or successor agrees to assume and be bound by all obligations of Company under this Agreement. Any attempted assignment without the City Council's prior consent will constitute groundsfor termination of thisAgreement 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 thisAgreement will be deemed "Company' for all purposes under thisAgreement. 12. OOMRJANCEWITH LAWS ORDINANCBS, RULESAND FEGULAMONS This Agreement is subject to all applicable Legal %quirements. 13. GOVERINMENTALPOWERS It is understood that by execution of thisAgreement, the City does not waive or surrender any of its governmental powers or immunities. 14. SEVEZABILJTY. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisionswill not in any way be affected or impaired. 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. VIA -MU =AND CHOICt:OF LAW. If any action, whether real or asserted, at law or in equity, arises based on any provision of this /agreement, venue for such action will lie in state courts located in Tarrant County, 'texas or the United a-ates District Court for the Northern District of Economic Development Program Agreement - Wolr Minerals U.S., Inc. 13 of 19 Texas — Fort Worth Division. This Agreement will be construed in accordance with the laws of the State of Texas. 17. NO THIRD-PARTYRIGHTSThe provisions and conditions of thisAgreement are solely for the benefit of the City and Company, and any lawful assignee or successor of Company, and are not intended to create any rights, contractual or otherwise, to any other persons or entities. 18. POFZCEMA,aJRE It is expressly understood and agreed by the parties to thisAgreement that if the performance of any obligation hereunder is delayed by reason of war, government action, orders of the government, epidemics, pandemics, civil commotion, acts of nature, strike, inclement weather, shortages or unavailability of labor or materials, unreasonable delays by the City, County, State, or Federal Government (based on the then -current workload of the government department(s) responsible for undertaking the activity in question) in issuing any permits, consents, or certificates of occupancy or conducting any inspections of or with respect to the Project, Project Ste, Tenant Improvements, or other circumstancesthat are reasonably beyond the control of the party obligated or permitted under the termsof thisAgreement to do or perform the same, regardless of whether any such circumstance is similar to any of those enumerated or not (collectively, a "Forcee Majeure Event"), the party so obligated or permitted will be excused from doing or performing the same during such period of delay, so that the time period applicable to such design or construction requirement and the Completion Deadline(s) will be extended for a period of time equal to the period such party was delayed or as mutually agreed upon by the parties. Notwithstanding any other provision of this Agreement, Company and City specifically understand and agree that any failure to obtain adequate financing necessary to meet the Tenant Improvements Commitment and Lease Commitment do not constitute a Force Majeure Event and will not operate to extend the Completion Deadline(s). 19. INTEJRKETAMON. In the event of any dispute over the meaning or application of any provision of thisAgreement, thisAgreement will be interpreted fairly and reasonably, and neither more strongly for or against any party, regardless of the actual drafter of thisAgreement. In the event of any conflict between this Agreement and any application for City incentives or non- binding term sheet, thisAgreement controls. 20. CAPTIONS, Captions and headings used in thisAgreement are for reference purposes only and will not be deemed a part of thisAgreement. 21. OOUNTERPARTS This Agreement may be executed in multiple counterparts, each of which will be considered an original, but all of which will constitute one instrument. 22. 0OMFLGTTSOFINT9R135T. Neitherthe Project, Project Site, nor any improvementst hereon are owned or leased by any member of the City Council, any member of the City Plan or Zoning Commission or any member of the governing body of anytaxing unit withjurisdiction in the Zone. 23. LiJ�L,11IONIC SICAMLlR p. This Agreement may be executed by electronic signature, which will be considered as an original signature for all purposes and have'the same iorce and Economic Development Program Agreement - Welr Minerals U.S., Inc. 14 of 19 effect as an original signature. For these purposes, "electronic signature" means electronically scanned and transmitted versions (e.g., via pdf file) of an original signature, or signatures electronically inserted via software such as Adobe Sign. 24. AUTHORTY TO EXECUTE AGRM ENT. Each Party represents that it has obtained all necessary approvals, consents and authorizations to enter into this Agreement and to perform its duties under this Agreement; the person executing this Agreement on its behalf has the authority to do so; upon execution and delivery of thisAgreement by the Parties, it is a valid and binding contract, enforceable in accordance with its terms; and the execution, delivery, and performance of this Agreement does not violate any bylaw, charter, regulation, state or federal law or any other governing authority of the Party. [SIGNATURESAND DHIBIT FOLLOW) Economic Development Program Agreement - Welr Minerals U.S., Inc. 15 of 19 EXEDJT® as of the last date indicated below: CITY. CITY OF FORT WORTH, a Texas home -rule municipal corporation & 5 City Manager 5gned on this the JL day of MOW, 2026. FOR CITY OF FORT WORTH I NTff;IAL PROCESSES Approval Recommended: By: Nam Title. Approved as to Form and Legality: By: L �� Name: Michael Doss Title: Sr. Assistant Oty Attorney Contract Authorization: M &Ct 26-0097 Form 1295: 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. • A • . • �,. City Secretary: Name: nette Goodall Title: Q ySgcretary Economic Uevelopmont Program Agreement - Woir minorals U.S., Inc. 16 of 19 0C 'U:TIn'Q onr O O U% SX,O 0 o*0 0 101 r'0000000 A, z�FX AS�oo STATE OF TEXAS § TARRANT ODUNTY § BEOFEME, the undersigned authority, on this day personally appeared Dana Burghdoff, Assistant City Manager of the CITY OF FORT WORTH, a Texas home -rule municipal corporation, known tome to be the person and officer whose name is subscribed to the foregoing instrument, and acknowledged tome that the same was the act of the CITY OF FORT' WORTH, that she was duly authorized to perform the same by appropriate resolution of the City Council of the City of Fort Worth and that she executed the same asthe act of the aTYOFFORTWORTH for the purposes and consideration therein expressed and in the capacity therein stated. VE1 UNDER MY HAND AND SEAL. OF OFFICE this 2026. Notary Public in and for thee State of Texas Awov r n�� N a t Notary's Printed Name Economic Development Program Agroomont - VVeir Minerals U.S., Inc. a AMBER MITCHELL Notary ID 9129247634 My Commission Expires December 31, 2028 17 of 19 day of OOM PANY: W®RMINERALSU.S, INC, a Delaware CCorporation authorized to do business in the State of Texas By: 9 tur PHIL CAREY Printed Name VP Finance, CFO Minerals Division Title Sgned on this the day of , 2026. STATEOF� �40 L § ODUNTYOFFO, B RE ME, the undersigned authority, on this da personally appeared 1 [name of person signing], V I na 1A C +� [title of person signin , of WBRMINBRALSU.S, INC, a Delaware corporation, known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that s/he executed the same for the purposes and consideration therein expressed, in the capacity therein stated and astheact and deed of said corporation. GIVEN UNDER MY HAND AND SEAL. OF OFFICE this 30 day of �Y 1 2026. l Notary Public in and or \\\\\OEE TO the ; at e of a `���` P�. Pa .... 9 Notary's Printed Name��-t 0 ,o oN I � `0 Economic Development Program /Agreement •• Weir Minerals U.S., Inc:. 18 of 19 777 M ai n Address; 777 Main Street, Fort Worth, TX76102 Suite 1600 located on floor 16 occupying approximately 24,230 square feet Economic: Development Program Agreement - Weir Minerals U.S., Inc. 19 of 19 City of Fort Worth, Texas Mayor and Council Communication DATE: 02/10/26 M&C FILE NUMBER: M&C 26-0097 LOG NAME: 17WEIR MINERALS EDPA SUBJECT (CD 9) Authorize Execution of an Economic Development Program Agreement with Weir Minerals U.S. Inc., or an Affiliate, to Provide a Grant in a Total Amount Not to Exceed $185,000.00 for Retention and Expansion of its Divisional Headquarters in the City of Fort Worth and Associated Commitments RECOMMENDATION: It is recommended that the City Council authorize execution of an Economic Development Program Agreement with Weir Minerals U.S. Inc., or an affiliate, to provide a grant in a total amount not to exceed $185,000.00 for the retention and expansion of their Divisional Headquarters in the City of Fort Worth and associated commitments. DISCUSSION: The purpose of this Mayor and Council Communication (M&C) is to authorize the execution of an Economic Development Program Agreement with Weir Minerals U.S. Inc., or an affiliate, for headquarters retention, tenant improvements, and employment commitments. Weir Minerals U.S. Inc. is a global mining technology company headquartered in Portland, Oregon (Company). The parent company, Weir Group, is headquartered in Glasgow, Scotland and is publicly traded on the London Stock Exchange. The Company has a divisional headquarters in downtown Fort Worth at 777 Main Street (Project Site), which is currently staffed with many of the Company's senior attorneys and engineers. After a competitive site selection process, the Company proposes to maintain and expand its presence at the Project Site. In order to facilitate the retention of the Company's divisional headquarters at the Project Site and subject to the Company meeting certain commitments as described below, the City has proposed to enter into an economic development program agreement (Agreement) to provide a grant in an amount not to exceed $185,000.00, as authorized by the Chapter 380, Texas Local Government Code, and in accordance with the City's General Chapter 380 Policy. Company's commitments under the proposed Agreement include the following: • Company must lease at least 15,000 square feet of office space at the Project Site on or before March 31, 2026 with a lease term of no less than eight years; • Company must provide a minimum of 67 full-time jobs at the Project Site by December 31, 2026 with a minimum average annual salary of $160,000; • Company must maintain the full-time jobs at the minimum average annual salary at the Project Site for a minimum of three years from the date the grant is disbursed to Company pursuant to the terms of the Agreement; • Company will spend at least $3.4 million on tenant improvements at the Project Site; • Company will expend a minimum of 30%, subject to availability, of all hard and soft tenant improvement costs with a small business(es) as defined by the City's Small Business Ordinance No. 27832-08-2025 (Small Business Commitment). If Company does not meet the Small Business Commitment, the grant will be reduced by 10%; and • Company will make a good faith effort to ensure that visiting staff and other corporate visitors stay at lodging that is located within the City of Fort Worth and provide for a minimum number of hotel night stays as provided for under the Agreement. City's commitments under the proposed Agreement include the following: • Payment of a one-time grant not to exceed $185,000.00 which will be paid to Company following the end of the first operating year, subject to verified satisfaction of Company commitments. Agreement will include certain clawback provisions allowing for the recapture of all or a portion of the grant paid to the Company by the City in the event that the Company fails to meet specified requirements under the Agreement. Company will be located in 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 2026 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. Submitted for City Manager's Office by: Jesica McEachern 5804 Originating Business Unit Head: Jessica Rogers 2663 Additional Information Contact: Josh Giles 2644 CERTIFICATE OF INTERESTED PARTIES FORM 1295 Complete Nos. 1- 4 and 6 if there are interested parties. Complete Nos. 1, 2, 3, 5, and 6 if there are no interested parties. 1 Name of business entity filing form, and the city, state and country of the business entity's place of business. Weir Minerals U.S., Inc. Fort Worth, TX United States 2 Name of governmental entity or state agency that is a party to the contract for which the form is being filed. City of Fort Worth 1 of 1 OFFICE USE ONLY CERTIFICATION OF FILING Certificate Number: 2025-1389919 Date Filed: 11/17/2025 Date Acknowledged: 3 Provide the identification number used by the governmental entity or state agency to track or identify the contract, and provide a description of the services, goods, or other property to be provided under the contract. MCWeirMineralsEDPA Economic Development Program Agreement: Weir's Minerals Division plans to upgrade its HQ in Fort Worth by expanding its s_........:. —A ..a;. @AKA +n --to tho cnara 4 Name of Interested Party Morris and Company, LLP dba Think, LLP City, State, Country (place of business) Newport Beach, CA United States Nature of interest (check applicable) Controlling I Intermediary X 5 Check only if there is NO Interested Party. ❑ 6 UNSWORN DECLARATION My name is Phil My address is 777 Main Street, Suite 2050 I declare under penalty of perjury that the foregoing is true and correct. Executed in Tarrant Fort Worth (city) County, State of Texas and my date of birth is TX 76102 USA (state) (zip code) (country) on the 9th day of January 2026 (month) (year) Signature of authorized agent of contracting business entity I (Declarant) Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V4.1.0.f10d0fd8 Contractor's Name: FORT WORTHU City Secretary's Office Contract Routing & Transmittal Slip Weir Minerals U.S., Inc. Subject of the Agreement: (CD 9) Authorize Execution of an Economic Development Program Agreement with Weir Minerals U.S. Inc., or an Affiliate, to Provide a Grant in a Total Amount Not to Exceed $185,000.00 for Retention and Expansion of its Divisional Headquarters in the City of Fort Worth and Associated Commitments. M&C Approved by the Council? * Yes N No ❑ If so, the M&C must be attached to the contract. Is this an Amendment to an Existing contract? Yes ❑ No If so, provide the original contract number and the amendment number. Is the Contract "Permanent"? *Yes ® No ❑ If unsure, see back page for permanent contract listing. Is this entire contract Confidential? *Yes ❑ No ® If only specific information is Confidential, please list what information is Confidential and the page it is located. Effective Date: 2/10/2026 If different from the approval date. Expiration Date: If applicable. Is a 1295 Form required? * Yes ® No ❑ *If so, please ensure it is attached to the approving M&C or attached to the contract. Project Number: Ifapplicable. *Did you include a Text field on the contract to add the City Secretary Contract (CSC) number? Yes ® No ❑ Contracts need to be routed for CSO processing in the following order: 1. Katherine Cenicola (Approver) 2. Jannette S. Goodall (Signer) 3. Allison Tidwell (Form Filler) *Indicates the information is required and if the information is not provided, the contract will be returned to the department.