HomeMy WebLinkAbout065614 - Construction-Related - Contract - Adom Industries, Inc.OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
CSC No. 65614
Chapter 380 ECONOMIC DEVELOPMENT PROGRAM AGREEMENT
This CHAPTER 380 ECONOMIC DEVELOPMENT PROGRAM AGREEMENT ("Agreement") is
entered into by and between the CITY OF FORT WORTH, TEXAS, a Texas home -rule municipal
corporation ("City"), and ADOM INDUSTRIES, INC., a Delaware corporation authorized to do
business in the State of Texas ("Company") or an Affiliate (as defined and permitted in this
Agreement).
RFrITAI S
Company, an AI -native electronics prototyping cloud factory, intends to develop and
expand an electronics prototyping laboratory, electronics workbench, and printed circuit board
facility within the City ("Project"). The Company will occupy approximately 10,000 square feet of
industrial space located in an existing building at 4400 Alliance Gateway Freeway, Fort Worth, TX
76177 - Alliance Gateway Building 20 and certain other property located within the municipal
corporate limits of the City of Fort Worth to be leased or purchased by Company in furtherance
of the Project phases as required by this Agreement and as further described in the attached
Exhibit "A" (collectively, the "Project Site").
Company has committed to develop the Project over four phases leading to a total overall
investment exceeding $243,750,000.00 in new qualified research and development ("R&D")
costs, $46,750,000.00 in new real property improvements, $182,500,000.00 in business personal
property installations, and a certain number of full-time jobs with competitive salary
requirements (collectively, "Company Commitments").
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's Chapter 380 Economic Development Program Policy, as amended, 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, 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 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.
Subject to the terms of the Agreement and pursuant to Chapter 380, Texas Local
Government Code, City will provide Company up to 15 grants in an aggregate amount not to
exceed $15,000,000.00 (the "Grant(s)"). Thirteen of the Grants will be provided to Company on
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an annual basis and be based on up to 85% of the City's incremental taxes generated by the
operating and maintenance ("O&M") rate on real and business personal property at the Project
Site ("380 Grants"). Two of the Grants will be provided to Company upon satisfaction of certain
performance requirements relating to Phase 1 and 2 of the Project (as described below) as one-
time Grants in the combined amount of one million five hundred thousand dollars
($1,500,000.00) from the City's Economic Development Initiatives Fund ("R&D Grant"). The
maximum combined aggregate amount of all 380 Grants and R&D Grant will not exceed
$15,000,000.00 ("Program Cap").
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 City's economic development
objectives, as outlined in the Comprehensive Plan; and (ii) the feasibility of the Company
Commitments is contingent on Company's receipt of the Grants.
The City Council authorized execution of this Agreement on August 12, 2025, pursuant to
M&C No. 25-0671.
NOW, THEREFORE, 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:
OGRFFMFNT
1. INCORPORATION 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. DEFINITIONS. 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, by contract 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).
Completion Deadline — FTJ — Phase 1 means on or before December 31 of the First
Operating Year (as defined below).
Completion Deadline — FTJ — Phase 2 means on or before December 31 of the third
Operating Year (as defined below).
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Completion Deadline — FTJ — Phase 3 means on or before December 31 of the fifth
Operating Year (as defined below).
Completion Deadline — FTJ — Phase 4 means on or before December 31 of the seventh
Operating Year (as defined below).
Completion Deadline — RPI — Phase 1 means on or before December 31, 2027.
Completion Deadline — RPI — Phase 2 means on or before December 31, 2029.
Completion Deadline — RPI — Phase 3 means on or before December 31, 2031.
Completion Deadline — RPI — Phase 4 means on or before December 31, 2033.
etion Deadline — TBPP — Phase 1 means on or before January 1, 2028.
Completion Deadline — TBPP — Phase 2 means on or before January 1, 2030.
etion Deadline — TBPP — Phase 3 means on or before January 1, 2032.
Completion Deadline — TBPP — Phase 4 means on or before January 1, 2034.
Construction Costs means the following costs expended directly for each Real Property
Improvements (defined below) phase: actual site development and 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. "Construction Costs" does not include any
real property acquisition costs or rent payments or other costs required by a lease should
a lease be utilized for the Project or Project Site(s).
Director means the director of the City'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 Section 7.
First Operating Year means the calendar year commencing on January 1 of the year
following completion of the RPI Commitment — Phase 1.
Full -Time Job or "FTJ" means a job provided to one (1) individual by Company on the
Project Site with two thousand eighty (2,080) straight -time paid hours in a fiscal year,
excluding shift differential work and overtime. A Full-time Job will be considered new if
the individual was hired on or after the Effective Date.
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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, as amended.
Operating Year each respective full calendar year following the First Operating Year
commencing on January 1.
Qualified R&D Costs means the minimum amount of research and development costs
expended on the Project at the Project Site. "Qualified R&D Costs" are limited to eligible
"qualified research expenses" pursuant to 26 U.S.C. Section 41 ("IRS Code").
Real Property Improvements or "RPI" means Project real property improvements at the
Project Site, including infrastructure improvements, facility modernization, building
construction, utility installation, and other construction related to the development and
expansion of the Project in accordance with respective phased RPI Commitments (as
defined below) as verified in the Certificate of Completion issued by the Director in
accordance with this Agreement. Real Property Improvements do not include Project Site
acquisition costs nor the value of any existing improvements on the Project Site prior to
August 12, 2025 (date of City Council's approval of this Agreement).
Salary means the cash payment made to a person holding a Full -Time Job, 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.
Tangible Business Personal Property Improvements means installed business personal
property which is also to be Taxable Tangible Business Personal Property for the Project
on the Project Site in accordance with the Tangible Business Personal Property
Improvement Commitments as verified in the Certificate of Completion by the Director in
accordance with this Agreement.
Tangible Business Personal Property or "TBPP" means any tangible personal property
located on the Project Site that: (i) is subject to ad valorem taxation by the City; (ii) is
located on the Project Site as of August 12, 2025 (date of City Council's approval of this
Agreement) but not prior to August 12, 2025; and (iii) is owned or leased by Company and
used by Company for Project purposes outlined in this Agreement.
3. TERM. This Agreement takes effect on the later date which the City and Company have
both executed this Agreement ("Effective Date") and, unless terminated earlier in accordance
with its terms and conditions, expires fifteen (15) years from the start of the First Operating Year
("Term").
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4. COMPANY OBLIGATIONS AND COMMITMENTS.
4.1. Real Property Improvements.
4.1.1. Real Property Improvements — Phase I. Company must expend or cause
to be expended at least $220,000.00 in Construction Costs on Real Property
Improvements by the Completion Deadline — RPI — Phase 1 ("RPI Commitment —
Phase 1"). Failure to meet this obligation constitutes an Event of Default subject
to the reimbursement of the R&D Grant pursuant to Section 6 below, and/or
forfeiture of the Grant(s) as provided below in Section 7. Construction Costs for
Real Property Improvements incurred by Company on or after August 12, 2025 are
eligible for meeting the RPI — Phase 1 Commitment.
4.1.2. Real Property Improvements— Phase 2. Inclusive of the RPI Commitment
— Phase 1, Company must expend or cause to be expended at least $800,000.00
in Construction Costs on Real Property Improvements by the Completion Deadline
— RPI — Phase 2 ("RPI Commitment — Phase 2"). For purposes of this Section 4.1.2.
alone, tenant improvement allowances qualify as Construction Costs on Real
Property Improvements. Failure to meet this obligation constitutes an Event of
Default subject to the reimbursement of the R&D Grant pursuant to Section 6
below, and/or forfeiture of the Grant(s) as provided below in Section 7.
4.1.3. Real Property Improvements— Phase 3. Inclusive of the RPI Commitment
— Phase 1 and RPI Commitment — Phase 2, Company must expend or cause to be
expended at least $15,950,000.00 in Construction Costs on Real Property
Improvements by the Completion Deadline — RPI — Phase 3 ("RPI Commitment —
Phase 3"). Failure to meet this obligation constitutes an Event of Default subject
to the reimbursement of the R&D Grant pursuant to Section 6 below, and/or
forfeiture of the Grant(s) as provided below in Section 7.
4.1.4. Real Property Improvements — Phase 4. Inclusive of the RPI Commitment
— Phase 1, RPI Commitment — Phase 2, and RPI Commitment — Phase 3, Company
must expend or cause to be expended at least $46,750,000.00 in Construction Costs
on Real Property Improvements by the Completion Deadline — RPI — Phase 4 ("RPI
Commitment — Phase 4"). Failure to meet this obligation constitutes an Event of
Default subject to forfeiture of the Grant(s) as provided below in Section 7. In the
event Company can demonstrate within the Final Construction Report (defined
below) that RPI Commitment — Phase 4 was met prior to the Completion Deadline
— RPI — Phase 4, Company will have up to an additional 90 days from the Completion
Deadline — RPI — Phase 4 to receive a Certificate of Occupancy. City will not
unreasonably withhold or delay delivery of the Certificate of Occupancy.
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4.1.5. Valuation of Real Property Improvements. The value of the phased Real
Property Improvements is determined in accordance with the Final Construction
Report for each Phase as set forth in Section 4.8.1.
4.2. Tangible Business Personal Property Improvements.
4.2.1. Tangible Business Personal Property Improvements — Phase 1. Tangible
Business Personal Property Improvements having an assessed value of at least
$1,800,000.00 must be located on the Project Site by the Completion Deadline —
TBPP — Phase 1 ("TBPP Commitment — Phase 1"). Failure to meet this obligation
constitutes an Event of Default subject to the reimbursement of the R&D Grant
pursuant to Section 6 below, and/or forfeiture of the Grant(s) as provided below
in Section 7.
4.2.2. Tangible Business Personal Property Improvements — Phase 2.
Cumulative Tangible Business Personal Property Improvements having an
assessed value of at least $18,500,000.00 must be located on or at the Project Site
by the Completion Deadline — TBPP — Phase 2 ("TBPP Commitment — Phase 2").
Failure to meet this obligation constitutes an Event of Default subject to the
reimbursement of the R&D Grant pursuant to Section 6 below, and/or forfeiture
of the Grant(s) as provided below in Section 7.
4.2.3. Tangible Business Personal Property Improvements — Phase 3.
Cumulative Tangible Business Personal Property Improvements having an
assessed value of at least $60,500,000.00 must be located on or at the Project Site
by the Completion Deadline — TBPP — Phase 3 ("TBPP Commitment — Phase 3").
Failure to meet this obligation constitutes an Event of Default subject to the
reimbursement of the R&D Grant pursuant to Section 6 below, and/or forfeiture
of the Grant(s) as provided below in Section 7.
4.2.4. Tangible Business Personal Property Improvements — Phase 4.
Cumulative Tangible Business Personal Property Improvements having an
assessed value of at least $182,500,000.00 must be located on or at the Project
Site by the Completion Deadline — TBPP — Phase 4 ("TBPP Commitment — Phase
4"). Failure to meet this obligation constitutes an Event of Default subject to
forfeiture of the Grant(s) as provided below in Section 7.
4.2.5. The assessed value of the phased Tangible Business Personal Property
Improvements will be determined solely by the Tarrant County Appraisal District
or the appraisal district having jurisdiction over the Project Site and Project at the
time and reflected in the certified appraisal roll received by the City for the year
under review. For the City to assess whether Company has met the phased TBPP
Commitments, Company must, within 90 days following the applicable phased
Completion Deadline — TBPP, provide the Director with a report in a form, and
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with appropriate documentation, reasonably acceptable to the City that
specifically outlines the total expenditures by Company for TBPP.
4.3. Employment Commitment.
4.3.1. Full -Time Jobs —Phase 1. Company must employ and retain for the Term,
except as otherwise required by a subsequent FTJ Commitment phase, at least 10
Full -Time Jobs at the Project Site by the Completion Deadline — FTJ — Phase 1 and
continuing through to the Completion Deadline — FTJ — Phase 2 ("FTJ Commitment
— Phase 1"). Failure to meet this obligation constitutes an Event of Default subject
to the reimbursement of the R&D Grant pursuant to Section 6 below, and/or
forfeiture of the Grant(s) as provided below in Section 7.
4.3.2. Full -Time Jobs —Phase 2. Company must employ and retain for the Term,
except as otherwise required by a subsequent FTJ Commitment phase, at least 46
Full -Time Jobs, inclusive of the FTJ Commitment — Phase 1, at the Project Site by
the Completion Deadline — FTJ — Phase 2 and continuing through to the
Completion Deadline — FTJ — Phase 3 ("FTJ Commitment — Phase 2"). Failure to
meet this obligation constitutes an Event of Default subject to the reimbursement
of the R&D Grant pursuant to Section 6 below, and/or forfeiture of the Grant(s) as
provided below in Section 7.
4.3.3. Full -Time Jobs —Phase 3. Company must employ and retain for the Term,
except as otherwise required by a subsequent FTJ Commitment phase, at least
198 Full -Time Jobs, inclusive of the FTJ Commitment — Phase 1 and FTJ
Commitment — Phase 2, at the Project Site by the Completion Deadline — FTJ —
Phase 3 and continuing through to the Completion Deadline — FTJ — Phase 4 ("FTJ
Commitment — Phase 3"). Failure to meet this obligation constitutes an Event of
Default subject to the reimbursement of the R&D Grant pursuant to Section 6
below, and/or forfeiture of the Grant(s) as provided below in Section 7.
4.3.4. Full -Time Jobs —Phase 4. Company must employ and retain for the Term,
except as otherwise required by a subsequent FTJ Commitment phase, at least
267 Full -Time Jobs, inclusive of the FTJ Commitment — Phase 1, FTJ Commitment
— Phase 2, and FTJ Commitment — Phase 3, at the Project Site by the Completion
Deadline — FTJ — Phase 4 and continuing through to the expiration of the Term
("FTJ Commitment — Phase 4"). Failure to meet this obligation constitutes an
Event of Default subject to the forfeiture of the Grant(s) as provided below in
Section 7.
4.3.5. Determination of each year of compliance with the phased FTJ
Commitments will be based on the employment data provided pursuant to
Section 4.8.2 of this Agreement by Company to the City for the year under review.
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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 Site must equal at least $91,000.00 ("Annual Salary Commitment"). The
Annual Salary Commitment will be adjusted annually during the Term beginning on
January 1st of the second Operating Year. Each annual adjustment will be based on the
lesser of 3% or the then published Consumer Price Index ("CPI").
4.5. Other Employment Commitment. Company must use best efforts to prioritize
recruitment and employment of Fort Worth residents for at least 30% of the Full -Time
Jobs ("Local Hiring Commitment"). For purposes of this Section, "best efforts" means
diligent, proactive, and sustained efforts by the Company, consistent with a prudent
developer 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 best 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 complies with the
best effort standard provided in this Section.
4.6 Research and Development Commitment.
4.6.1. Qualified R&D Costs — Phase 1. Company must expend at least
$1,200,000.00 in annual Qualified R&D Costs beginning the First Operating Year
and maintain annual Qualified R&D Costs at that level for the Term except as
otherwise provided in this Section 4.6 ("R&D Commitment — Phase 1"). By
December 31 of the second Operating Year, Company must expend at least
$2,400,000.00 in aggregate Qualified R&D Costs, inclusive of the R&D
Commitment — Phase 1 ("R&D Commitment — Year 2"). Failure to meet R&D
Commitment — Phase 1 and/or R&D Commitment -Year 2 is an Event of Default
subject to the reimbursement of the R&D Grant pursuant to Section 6 below,
and/or forfeiture of the Grant(s) as provided below in Section 7.
4.6.2. Qualified R&D Costs — Phase 2. Company must expend at least
$2,400,000.00 in annual Qualified R&D Costs beginning at the start of the third
Operating Year and maintain annual Qualified R&D Costs at that level for the Term
except as otherwise provided in this Section 4.6 ("R&D Commitment — Phase 2").
By December 31 of the fourth Operating Year, Company must expend at least
$4,800,000.00 in aggregate Qualified R&D Costs, inclusive of the R&D
Commitment — Phase 2 but excluding the R&D Commitment — Phase 1 and the
R&D Commitment — Year 2 ("R&D Commitment — Year 4). Failure to meet R&D
Commitment — Phase 2 and/or R&D Commitment -Year 4 is an Event of Default
subject to the reimbursement of the R&D Grant pursuant to Section 6 below,
and/or forfeiture of the Grant(s) as provided below in Section 7.
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4.6.3. Qualified R&D Costs — Phase 3. Company must expend at least
$18,750,000.00 in annual Qualified R&D Costs beginning at the start of the fifth
Operating Year and maintain annual Qualified R&D Costs at that level for the Term
except as otherwise required in this Section 4.6 ("R&D Commitment — Phase 3").
By December 31 of the sixth Operating Year, Company must expend at least
$75,000,000.00 in aggregate Qualified R&D Costs, inclusive of the R&D
Commitment — Phase 3 but excluding the R&D Commitment — Phase 1, the R&D
Commitment — Year 2, R&D Commitment — Phase 2, and the R&D Commitment —
Year 4 ("R&D Commitment — Year 6"). Failure to meet R&D Commitment —
Phase 3 and/or R&D Commitment — Year 6 is an Event of Default subject to the
reimbursement of the R&D Grant pursuant to Section 6 below, and/or forfeiture
of the Grant(s) as provided below in Section 7.
4.6.4. Qualified R&D Costs — Phase 4. Company must expend at least
$18,750,000.00 in annual Qualified R&D Costs beginning at the start of the
seventh Operating Year and maintain annual Qualified R&D Costs at that level for
the Term except as otherwise provided in this Section 4.6 ("R&D Commitment —
Phase 4"). By December 31 of the eighth Operating Year, Company must expend
at least $243,750,000.00 in aggregate Qualified R&D Costs, inclusive of the R&D
Commitment — Phase 4 but excluding the R&D Commitment — Phase 1, the R&D
Commitment — Year 2, R&D Commitment — Phase 2, the R&D Commitment — Year
4, the R&D Commitment — Phase 3, and the R&D Commitment — Year 6 ("R&D
Commitment — Year 8). Failure to meet R&D Commitment — Phase 4 and/or R&D
Commitment -Year 8 is an Event of Default subject to the forfeiture of the Grant(s)
as provided below in Section 7.
4.7. Small Business Use Commitment. Subject to the waiver request procedures provided
below, Company must expend or cause to be expended at least 30% of all Real Property
Improvements costs (both hard and soft costs) with Small Businesses by each of the phased RPI
Completion Deadlines (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
applicable 380 Grant shall be reduced by 10% each year of non-compliance with the Small
Business Commitment. 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 Real Property Improvements; and (iii) the name of a contact person for the
Company that will have knowledge of each construction phase of the Real Property
Improvements.
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4.7.1 Waiver of Grant Reduction for Failure to Meet Small Business
Commitment. If the Company does not meet the Small Business Commitment but
has otherwise met the applicable RPI Commitments, such event will not constitute
an Event of Default hereunder or provide the City with the right to terminate this
Agreement.
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 380 Grants that would otherwise result from the Company's
noncompliance with the Small 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 Section 4.7., "Best Efforts"
means diligent, proactive, and sustained efforts by the Company, consistent with
a prudent developer in similar circumstances and 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
Efforts by Company shall include documentation sufficient to the Director of:
(a) early planning and outreach through the timely identification of Small Business
participation opportunities; (b) advanced outreach to Small Businesses;
(c) advertising of subcontract opportunities through customary industry channels
and any City -designated platforms; (d) direct solicitation of qualified Small
Businesses; and (e) ongoing efforts throughout the construction phases of the RPI
to identify additional or replacement Small Business opportunities if initial efforts
do not achieve the Small 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 Section, 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 Small
Business, whichever occurs first; 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 this Agreement or as director by the Director.
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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
Small 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 RPI-specific
constraints and market conditions. Subject to City's review and determination as
described above, City 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 any
waiver on reasonable remedial measures, including implementation of Small
Business participation improvement plan for future phases of the RPI, provided
such conditions are consistent with applicable law, policies, regulations, and this
Agreement.
4.7.8. Reservation of Rights. Nothing in this Section obligates the City to grant a
waiver. Absent a written waiver issued by the City pursuant to this Section, the
ten percent (10%) reduction to the applicable 380 Grant shall apply in accordance
with this Agreement.
4.8. Reports and Filings.
4.8.1. Final Construction Report. Within sixty (60) calendar days following each
phased Completion Deadline — RPI, Company must provide the Director with a
report in a form reasonably acceptable to the City that specifically outlines the
total Construction Costs expended for each Phase Commitment - RPI and the total
Construction Costs expended, together with supporting invoices and other
documents necessary to demonstrate that such amounts were actually paid,
including, without limitation, final lien waivers signed by the general contractor
each phase ("Final Construction Report(s)").
4.8.1.1. All Final Constructions 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 (Jan. through Mar.) report — April 7.
Second Quarter (Apr. through Jun.) report —July 7.
Third Quarter (Jul. through Sep.) report — Oct. 7.
Fourth Quarter (Oct. through Dec.) report —Jan. 7.
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4.8.2. Annual Employment and Salary Report. On or before February 1 of the
second Operating Year, and of each year thereafter for the remainder of the Term,
in order for the City to assess the degree to which Company met in the previous
year the phased FTJ Commitments and the Annual 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 Jobs at the
Project Site, as well as the Salary of each, all as of December 31(or such other date
requested by Company and reasonably acceptable to the City) of the previous
calendar year, together with reasonable supporting documentation. Such
reasonable supporting documentation for the Salary of each Full -Time Job at the
Project Site will consist of payroll exports or withholding documentation of
Company's employees with confidential employee and personally identifiable
information redacted.
4.8.3 Qualified R&D Cost Reporting. On or before February 1 of the second
Operating Year, and of each year thereafter for the remainder of the Term, in
order for the City to assess the degree to which Company met in the previous year
the phased R&D Commitment, Company must provide the Director with a report
in a form reasonably acceptable to the Director that sets forth the total Qualified
R&D Costs at the Project Site as of December 31 (or such other date requested by
Company and reasonably acceptable to the City) of the previous calendar year,
together with reasonable supporting documentation. Such reasonable supporting
documentation for Qualified R&D Costs at the Project Site will include, at a
minimum, all documentation Company is required to submit to demonstrate
eligibility of the Qualified R&D Costs pursuant to the IRS Code.
4.8.4. 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.
4.9. Inspections of Project Site and Improvements
4.9.1. In accordance with Company's site policies which require reasonable
advance notice and visitor information, the City will have the right to inspect and
evaluate the Project and Project Site, and any improvements thereon, and
Company will provide full access to 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.
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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 by any 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,
"Records"). Company must make all applicable Records available to the City at the Project
and Project Site or at another location in the City acceptable to both parties following
prior notice 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 Site and any improvements thereon,
including the Real Property Improvements, must be always used during the Term of this
Agreement for Company's lawful Project business operations, as set forth in this
Agreement.
S. CERTIFICATE OF COMPLETION. Within ninety (90) calendar days following receipt by the
City of the Final Construction Report for the each phased Real Property Improvements submitted
in accordance with Section 4.8.1 of this Agreement, and assessment by the City of the
information contained therein, if the City is able to verify that the Company met all requirements
for the Real Property Improvement phase, the Director will issue Company a certificate stating
the amount of Construction Costs expended for the Real Property Improvement phase
("Certificate of Completion"). Issuance of the Certificate of Completion will not be unreasonably
withheld.
6. GRANTS.
6.1. R&D Grant. Subject to the following requirements in this Section 6 and subject to
Company's full performance under this Agreement and any applicable forfeiture or
penalty applied to any Grant in any instance as provided for under this Agreement, the
City agrees to pay Company the R&D Grant in an amount not to exceed $1,500,000.00.
Company acknowledges and agrees that the total R&D Grant amount shall not exceed
$1,500,000.00 and that such total is included in the Program Cap.
6.1.1. Disbursement of R&D Grant. The R&D Grant will be released to Company
and will be paid by City to Company within 90 days of the Certification of
Completion of the RPI Commitment — Phase 2 if: (i) Company is in full compliance
with the Agreement; (ii) Company has provided to City an executed lease or
executed purchase and sale agreement evidencing Company's leasehold interest
in or fee title to real property located within the municipal corporate boundaries
of the City of Fort Worth with a minimum of 200,000 square feet which has been
Economic Development Program Agreement -
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leased or purchased in furtherance of Company' compliance with the phased RPI,
Employment, TBPP, and R&D Commitments; and (iii) Company has delivered to
Director a fully executed copy of a Performance Bond that complies with the
requirements of Section 6.1.3. below. The parties acknowledge and agree that,
with mutual consent of the parties, Exhibit A may be revised and updated to
reflect real property additions to the Project Site.
6.1.2. R&D Grant Reimbursement. Notwithstanding any other provision of this
Agreement, and without limiting or waiving any other rights or remedies the City
has pursuant this Agreement or may have at law or in equity, Company shall
immediately reimburse City the full amount of the R&D Grant disbursed to
Company if Company fails to meet: (i) the TBPP Commitment — Phase 1, (ii) the FTJ
Commitment - Phase 1, (iii) the R&D Commitment — Phase 1; (iv) the R&D
Commitment — Year 2; (v) the RPI Commitment — Phases 1 and 2; (vi) TBPP
Commitment — Phase 2, (vii) the FTJ Commitment - Phase 2, (viii) the R&D
Commitment — Phase 2; (ix) the R&D Commitment — Year 4; (x) the RPI
Commitment — Phase 3; (xi) the TBPP Commitment — Phase 3; (xii) the FTJ
Commitment - Phase 3; (xiii) the R&D Commitment — Phase 3; (xiv) the R&D
Commitment — Year 6; (xv) the Annual Salary Commitment through the first
operating year following completion RPI Commitment — Phase 3; and (xvi) the
Performance Bond requirements (collectively, the "R&D Grant Reimbursement").
The R&D Grant Reimbursement shall be secured by a Performance Bond pursuant
to Section 6.1.3. below.
6.1.3. R&D Grant Performance Bond. To ensure the Company's adherence the
R&D Commitments and pursuant to the requirements of this Section, Company
shall obtain a Performance Bond in the amount equal to the total R&D Grant
value of $1,500,000.00 that is payable to the City and provides for claims to be
made upon it by the City, in whole or in part (the "Performance Bond").
Company shall be solely responsible for all costs associated with obtaining and
maintaining a Performance Bond pursuant to the provisions of this Agreement
and shall deliver a fully executed copy of a compliant Performance Bond to the
Director prior to disbursement of the R&D Grant pursuant to Section 6.1.1.
a bove.
6.1.3.1. Company shall ensure the Performance Bond: (i) is obtained from
a third -party surety company authorized to do business in the State of
Texas with the Company as the principal and the City as the obligee;
(ii) guarantees the Company's performance of the phased R&D
Commitments; and (iii) is structured to authorize the City to make a claim,
in whole or in part and as often as necessary in the event Company fails
to comply with the phased R&D Commitments pursuant to this
Agreement.
6.1.3.2.On or before January 31 of each year of this Agreement up to the
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respective completions of the Phased Commitments stated in Section
6.1.2 above, or until this Agreement is terminated, whichever occurs first,
the Company shall deliver to the Director documentation sufficient to
demonstrate the Company is meeting the Performance Bond
requirements. Failure by Company to deliver such documentation will
constitute a material breach of this Agreement and an Event of Default
subject to the provisions of Section 7 below.
6.1.3.4. Company acknowledges and agrees that the City making a claim
on the Performance Bond is not an exclusive remedy for the City under
this Agreement but is in addition to all of City's rights and remedies
provided in equity, by law, or under this Agreement.
6.2. 380 Grants. In addition to the R&D Grant and in all instances subject to
Company's full compliance and performance of its commitments and obligations under
this Agreement and any applicable forfeiture or penalty applied to the Grants as provided
for under this Agreement, the City, within the first Operating Year following
disbursement of R&D Grant pursuant to the terms of this Agreement, and continuing
annually during the Term for a period of thirteen (13) years, agrees to provide a 380
Grant equal to eighty-five percent (85%) of the incremental City Maintenance and
Operations ("M&O") property taxes paid by Company for all real property and business
personal property at the Project Site in the preceding tax year. The Grants will be paid
by the City on or before June 1st of the Second Operating Year and on or before June 1st
of each subsequent Operating Year of the Term as may be applicable under this
Agreement. At no time will the aggregate value of the Grants exceed the Program Cap.
6.3. Source of Grant Funds.
6.3.1. It is understood and agreed that all Grants 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 Site or improvements thereon
that are received by the City.
6.3.2. Company understands and agrees that any revenues of the City other than
those dedicated for payment of a given annual 380 Grant or the R&D 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 basis for calculating the amount of any
future Grant 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, City will notify Company of such occurrence and this Agreement 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 as to
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the portions of the payments herein agreed upon for which funds have been
appropriated.
7. DEFAULT.
7.1. Failure to Meet Commitments. Subject to Section 7.2 below but notwithstanding
any other provision of this Agreement, failure by Company to meet any phased RPI
Commitment, any TBPP Commitment, any FTJ Commitment, or any R&D 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 all Grants for the
applicable reporting year and all future Grants contemplated by this Agreement 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 any
of the phased RPI Commitments, TBPP Commitments, FTJ Commitments, and R&D
Commitments 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 Employment of Undocumented Workers.
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. 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. If Company, or any branch, division, or
department of Company, is convicted of a violation under 8 U.S.C. Section 1324a(f)
(relating to federal criminal penalties and injunctions for a pattern or practice of
employing unauthorized aliens) and such violation occurs during the Term of this
Agreement:
(i) 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 Grant
received by Company hereunder, if any, plus Simple Interest at a
rate of two percent (2%) per annum based on the amount of Grant
received in each previous year as of December 31 of the tax year
for which the Grant was received AND the full amounts of any
GRANTS received at the time of the conviction; or
Economic Development Program Agreement -
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(ii) if such conviction occurs after expiration or termination of this
Agreement, subject to any appellate rights that may lawfully be
available to and exercised by Company, Company must repay,
within one hundred twenty (120) calendar days following receipt of
written demand from the City, the aggregate amount of Grant
received by Company hereunder, if any, plus Simple Interest at a
rate of two percent (2°0) per annum based on the amount of Grant
received in each previous year as of December 31 of the tax year
for which the Grant was received AND the full amounts of any
GRANTS received at the time of the conviction.
7.3.2. For the purposes of this Section, "Simple Interest" is defined as a rate of
interest applied only to an original value, in this case the aggregate amount of Grant.
This rate of interest can be applied each year but will only apply to the aggregate
amount of Grant and is not applied to interest calculated. For example, if the
aggregate amount of Grant is $10,000 and it is required to be paid back with two
percent (2%) interest five years later, the total amount would be $10,000 + [5 x
($10,000 x 0.02)], which is $11,000. This Section 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, the parties agree that the Grant is a "public subsidy" (as that term
is defined in Section 2264.001, Texas Government Code) for the benefit of
Company. This Section will survive the expiration or termination of this Agreement.
7.4. Foreclosure on Project, Project Site, Real Property Improvements, or Tangible
Business Personal Property. The City will have the right to terminate this Agreement
immediately upon written notice to Company upon the occurrence of any of the following
events: (i) the conveyance of the Project, Project Site, the Real Property Improvements,
or the Tangible Business Personal Property Improvements or any part thereof pursuant
to an action to foreclose or otherwise enforce a lien, mortgage, or deed of trust against
the Project Site; (ii) the involuntary conveyance to a third party of the Project, Project
Site, or any part thereof, the Real Property Improvements, or the Tangible Business
Personal Property Improvements; (iii) execution of any assignment of the Project, Project
Site, or any part thereof, the Real Property Improvements or deed in lieu of foreclosure
to the Project, Project Site, or any part thereof, or Real Property Improvements;
(iv) execution of any assignment of the Tangible Business Personal Property
Improvements; or (v) appointment of a trustee or receiver for the Project, Project Site, or
any part thereof, Real Property Improvements, or the Tangible Business Personal
Property Improvements and such appointment is not terminated within one hundred
twenty (120) calendar days from the date the appointment occurs.
7.5. Failure to Pay Taxes or Non -Compliance with Other Legal Requirements. An
Event 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
Economic Development Program Agreement -
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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 Site, or any part thereof; provided, however, that an Event of Default will
not exist under this provision unless Company fails to cure the 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 receives written notice of such failure or violation.
7.6. General Breach, Cure, and Right to Terminate. In addition to Sections 7.1-7.5, an
Event of Default under this Agreement 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. Subject
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 party will have the right to
terminate this Agreement, effective immediately, by providing written notice to the
defaulting party.
8. INDEPENDENT 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
Site 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 respondeat 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 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, AND ITS RESPECTIVE OFFICERS, AGENTS, REPRESENTATIVES,
AND EMPLOYEES, HARMLESS AGAINST ANYAND 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
RESULTING LOST PROFITS) AND 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 ACTOR OMISSION OR INTENTIONAL
MISCONDUCT OF COMPANY, ITS OFFICERS, AGENTS, ASSOCIATES, EMPLOYEES, CONTRACTORS
OR SUBCONTRACTORS, RELATED TO ANY COMPANY COMMITMENTS, THE REAL PROPERTY
IMPROVEMENTS, OR TANGIBLE BUSINESS PERSONAL PROPERTY IMPROVEMENTS; THE
PROJECT AND PROJECT SITE(S) AND ANY OPERATIONS AND ACTIVITIES THEREON; OR THE
Economic Development Program Agreement -
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PERFORMANCE OR NON-PERFORMANCE OF THIS AGREEMENT OTHERWISE. THIS SECTION WILL
SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT.
10. NOTICES. All written notices called for or required by this Agreement must be addressed
to the following, or such other party or address as either party designates in writing, by certified
mail, postage prepaid, or by hand delivery:
City:
City of Fort Worth
100 Fort Worth Trail
Fort Worth, Texas 76102
Attn: City Manager
With copies each to City's:
City Attorney and Director of Economic
Development at the same address.
Company:
Adorn Industries, Inc.
4400 Alliance Gateway
Fort Worth, Texas
Attn: John Lauer, Founder and CEO
john@adom.inc
With copies to:
Dan Huff, Co -Founder
dan@adom.inc
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 City with a memorandum outlining the 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
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.
12. COMPLIANCE WITH LAWS, ORDINANCES, RULES AND REGULATIONS. This Agreement is
subject to all applicable Legal Requirements.
Economic Development Program Agreement -
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13. GOVERNMENTAL POWERS. It is understood that by execution of this Agreement, the City
does not waive or surrender any of its governmental powers or immunities.
14. 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.
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 based on 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 assignee or successor of Company, and are
not intended to create any rights, contractual or otherwise, to any other persons or entities.
18. FORCE MAJEURE. It is expressly understood and agreed by the parties to this Agreement
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 Site, Real Property Improvements, Tangible Business Personal Property
Improvements, or other circumstances that are reasonably beyond the control of the party
obligated or permitted under the terms of this Agreement to do or perform the same, regardless
of whether any such circumstance is similar to any of those enumerated or not (collectively, a
"Force 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 applicable 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 any phased
Real Property Improvement Commitment(s), Tangible Business Personal Property Improvement
Commitment(s), or R&D Commitment(s) is not a Force Majeure Event and will not operate to
extend the respective phased Completion Deadline(s).
Economic Development Program Agreement -
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19. INTERPRETATION. In the event of any dispute over the meaning or application of any
provision of this Agreement, this Agreement will be interpreted fairly and reasonably, and neither
more strongly for or against any party, regardless of the actual drafter of this Agreement. In the
event of any conflict between this Agreement and any application for City incentives or non-
binding term sheet, this Agreement controls.
20. CAPTIONS. Captions and headings used in this Agreement are for reference purposes only
and will not be deemed a part of this Agreement.
21. 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.
22. CONFLICTS OF INTEREST. Neither the Project, Project Site, nor any improvements thereon
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 any taxing unit with jurisdiction in the Zone.
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) of an original signature, or signatures
electronically inserted via software such as Adobe Sign.
24. Authority to Execute Agreement. 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 this Agreement 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.
[SIGNATURES AND EXHIBITS FOLLOW]
Economic Development Program Agreement -
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EXECUTED as of the last date indicated below:
CITY:
CITY OF FORT WORTH,
a Texas home -rule municipal corporation
DOM &UhMoff
By: Dana Burghdoff (ALI 5, 2026 0 :26:53 CDT)
Dana Burghdoff, Assistant City Manager
Signed on this the 5
day of August
FOR CITY OF FORT WORTH INTERNAL PROCESSES:
Approval Recommended:
By:
Name
Title:
Jessicaa ogers (Aug 4, 2026 10:13:38 CDT)
Jessica Rogers
Economic Development Department,
Director
Approved as to Form and Legality
By:
Name: Michael Doss
Title: Sr. Assistant City Attorney
Contract Authorization:
M&C: 25-0671
Form 1295: 2024-1220998
2026.
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.
By: Brianna Brown (Aug 4, 2026 09:49:56 CDT)
Name: Brianna Brown
Title: Assistant Economic Development Director
4,6�pU4U0�
City Secretary: 6_5�4 FORtiyad
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Al $moo o=d
a� nEaas44p
By:
Name
Title:
Jannette Goodall
City Secretary
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Economic Development Program Agreement -
Adom Industries, Inc.22. of 23
COMPANY:
ADOM INDUSTRIES, INC.,
a Delaware corporation authorized to do business in the State of Texas
i-ohn L-aoelr
By: John Lauer (Jul 31, 2026 11:46:21 CDT)
Signature
John Lauer
Printed Name
John Lauer
Title Signed on this the 31 day of July , 2026.
Economic Development Program Agreement -
Adom Industries, Inc. 23 of 23
EXHIBIT A
PROJECT AND PROJECT SITE DESCRIPTION
4400 Alliance Gateway, Fort Worth, TX 76177
The property consists of a single contiguous tract of land situated on the south side of Alliance
Gateway Freeway (FM 156) in the City of Fort Worth, Tarrant County, Texas, being a portion of
a larger platted tract within the AllianceTexas development. The site is generally bounded by
Alliance Gateway Freeway to the north, adjacent commercial and industrial properties to the
east and west, and internal access drives and neighboring parcels to the south, together with all
improvements located thereon.
G
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j on Alliance Gat
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Q Adorn Industries
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City of Fort Worth, Texas
Mayor and Council Communication
DATE: 08/12/25 M&C FILE NUMBER: M&C 25-0671
LOG NAME: 17ADOMEDPA
SUBJECT
(CD 10) Authorize Execution of an Economic Development Program Agreement with Adorn Industries, Inc., or an Affiliate, for Up to Fifteen Annual
Grants in a Total Combined Amount Not to Exceed $15,000,000.00 for the Establishment of a Prototyping and Advanced Microelectronics
Manufacturing Facility in the City of Fort Worth Subject to Certain Investment and Employment Commitments
RECOMMENDATION:
It is recommended that the City Council authorize execution of an economic development program agreement with Adorn Industries, Inc., or an
affiliate, for up to fifteen annual grants in a total combined amount not to exceed $15,000,000.00 for the establishment of a prototyping and
advanced microelectronics manufacturing facility in the City of Fort Worth, subject to meeting certain investment and employment commitments.
DISCUSSION:
Th purpose of this Mayor and Council Communictation ("M&C") is to authroze an economic development incentive agreement for a technologically
advanced prototyping and manufacturing facility to build, operate, and employ individuals in the City of Fort Worth.
Adorn Industries, Inc., a Delaware corporation, (Company) is a semiconductor manufacturing company exploring the possibility of establishing its
headquarters and manufacturing facilities in Fort Worth. Through a competitive site selection process, Company has selected as a finalist site a
location in Fort Worth for a proposed cutting -edge physical electronics prototyping lab equipped with a cloud -based platform that provides remote
accessibility for clients. The proposed facility and operations are designed to accommodate high levels of research and development (R&D),
offering an advanced electronics workbench that facilitates rapid iteration, manufacturing, and testing of new technologies.
Company proposes to establish the development and expansion of an electronics prototyping laboratory, electronics workbench, and
semiconductor fabrication facility (Project) at 4400 Alliance Gateway Freeway, Fort Worth, TX 76177 - Alliance Gateway Building 20 (Phase I Site)
with future phases proposed for sites to be identified at a later date that will be located within the municipal boundaries of the City of Fort
Worth (Project Site).
In order to facilitate the Project, the City proposes to enter into an Economic Development Program Agreement (Agreement) to provide up to
fifteen annual grants in an aggregate amount not to exceed $15,000,000.00 as authorized by Chapter 380, Texas Local Government Code, and as
authorized under the City's General Chapter 380 Policy relating to incentives for Technology and Target Sector Projects.
Company Commitments
Company's commitments under the proposed Agreement include the following:
• Company must expend a minimum of $46,750,000.00 in total aggregate real property improvements at the Project Site, with the minimum
aggregate amounts required by the deadlines specified below:
o $220,000.00 by December 31, 2027;
• $800,000.00 by December 31, 2029;
• $15,950,000.00 by December 31, 2031; and
• $46,750,000.00 by December 31, 2033.
• Company must install a minimum of $182,500,000.00 in total aggregate business personal property at the Project Site, with the minimum
aggregate assessed values required by the deadlines specified below:
$1,800,000.00 by January 1, 2028;
$18,500,000.00 by January 1, 2030;
$60,500,000.00 by January 1, 2032; and
$182,500,000.00 by January 1, 2034.
• Company must provide a minimum of 267 total full-time jobs, with the minimum aggregate number of total full-time jobs required by the
deadlines specified below:
10 full-time jobs by December 31 of the first operating year;
* 46 full-time jobs by December 31 of the third operating year;
198 full-time jobs by December 31 of the fifth operating year; and
0 267 full-time jobs by December 31 of the seventh operating year.
• Company must expend or cause to be expended minimum amounts in qualified R&D costs in the amounts and by the deadlines specified
below:
o $1,200,000.00 in annual qualified R&D costs beginning in the first operating year and a minimum of $2,400,000.00 in aggregate R&D
costs through the second operating year;
o $2,400,000.00 in annual qualified R&D costs beginning in the third operating year and a minimum of $4,800,000.00 in aggregate R&D
costs through the fourth operating year;
• $18,750,000.00 in annual qualified R&D costs beginning in the fifth operating year and a minimum of $75,000,000.00 in aggregate
R&D costs through the sixth operating year; and
• $18,750,000.00 in annual qualified R&D costs beginning in the seventh operating year and a minimum of $243,750,000.00 in
aggregate R&D costs through the eighth operating year.
• Average annual salaries for all jobs must be at least $91,000.00 in each year of the term of the agreement.
• Company will use its best efforts to hire locally with a goal of 30% employment with Fort Worth residents.
• Although planned for the Project Site, the Project may, in whole or in part, be permitted to occur at a different location within the corporate
limits of Fort Worth, subject to certain notice requirements provided for under the Agreement.
• A failure by Company to meet these commitments will be subject to various penalties including but not limited to default or reduction in annual
grants or other penalties.
City Commitments
City's commtments under the proposed Agreement include the following:
• Subject to Company performance on commitments specified under the Agreement, City will pay to Company two (2) one-time grant
payments in the combined amount of $1,500,000.00 from the Economic Development Initiatives Fund (EDIF). Grants paid from the EDIF will
be subject to clawback requirements and certain other conditions in relation to the start and delivery of Phase 3 of the Project, and including,
but not limited to, a surety bond or other similar protection, for the City related to potential Company non-performance of com mtments
related to the EDIF grants.
• Subject to Company performance on com mtments specified under the Agreement, City will pay Company up to fifteen (15) annual grants
with thirteen (13) of those grants based on 85% of incremental City Maintenance and Operations (M&O) property taxes for the Project and
two (2) of the grants funded from the Economic Development Initiatives Fund (EDIF).
• The total aggregate value of all grants paid by City under the Agreement will be capped at $15,000,000.00.
In addition to those discussed above, certain other penalties for nonperformance will be provided for under the Agreement, including reduction or
forfeiture of grants and termination of the Agreement.
The Project will be located in COUNCIL DISTRICT 10.
FISCAL INFORMATION / CERTIFICATION:
The Director of Finance certifies that approval of this agreement will have no material effect on the Fiscal Year 2025 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: Kevin Gunn 2015
Additional Information Contact: Kelly Baggett 2617
CERTIFICATE OF INTERESTED PARTIES
FORM 1295
1of1
Complete Nos. 1- 4 and 6 if there are interested parties.
OFFICE USE ONLY
Complete Nos. 1, 2, 3, 5, and 6 if there are no interested parties.
CERTIFICATION OF FILING
Certificate Number:
1
Name of business entity filing form, and the city, state and country of the business entity's place
of business.
2024-1220998
Adorn Industries, Inc.
Ft. Worth, TX United States
Date Filed:
09/30/2024
2
Name of governmental entity or state agency that is a party to the contract for which the form is
being filed.
The City of Ft. Worth
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.
17ADOMEDPA
A tech business bringing R&D dollars, employment and capital expenditures to the City.
4
Name of Interested Party
City, State, Country (place of business)
Nature of interest
(check applicable)
Controlling
I Intermediary
Lauer, John
Bartonville, TX United States
X
5
Check only if there is NO Interested Party. ❑
6
UNSWORN DECLARATION
My name is John Lauer and my date of birth is
My address is 1208 Saddlebrook Way Bartonville TX 76226 USA
(street) (city) (state) (zip code) (country)
I declare under penalty of perjury that the foregoing is true and correct.
Executed in Denton County, State of TX on the 21 day of October 20 24
(month) (year)
/
Signature of authorized agent of contracting business entity
(Declarant)
Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V4.1.0.48da51f7
FORT WORTH.
City Secretary's Office
Contract Routing & Transmittal Slip
Contractor's Name: Adorn Industries, Inc.
Subject of the Agreement: Economic Development Program Agreement
M&C Approved by the Council? * Yes 0 No ❑
If so, the M&C must be attached to the contract.
Is this an Amendment to an Existing contract? Yes ❑ No 0
If so, provide the original contract number and the amendment number.
Is the Contract "Permanent"? *Yes 0 No ❑
If unsure, see backpage for permanent contract listing.
Is this entire contract Confidential? *Yes ❑ No 0 If only specific information is
Confidential, please list what information is Confidential and the page it is located.
Effective Date:
If different from the approval date.
Expiration Date:
If applicable.
Is a 1295 Form required? * Yes 0 No ❑
*If so, please ensure it is attached to the approving M&C or attached to the contract.
Project Number: If applicable.
*Did you include a Text field on the contract to add the City Secretary Contract (CSC)
number? Yes 0 No ❑
Contracts need to be routed for CSO processing in the followingorder:
rder:
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.
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