HomeMy WebLinkAbout065836 - Construction-Related - Contract - ACS DC Hicks Field Road, LLCCSC No. 65836
ECONOMIC DEVELOPMENT PROGRAM AGREEMENT
This Economic Development Program Agreement ("Agreement") is entered into by and
between the City of Fort Worth, a Texas home -rule municipal corporation ("City") and ACS DC
Hicks Field Road, LLC, a Delaware limited liability company (its successors and assigns,
"Company"). Company and the City are sometimes referred to herein individually as a "party"
and collectively as the "parties".
RECITALS
A. Company intends to construct or cause to be constructed in one or more phases,
which may extend over a period of years, one or more Data Center(s), as well as certain
accessory uses or buildings and other related or associated uses, buildings or structures such as
utility buildings, substation(s), infrastructure, structures, improvements and appurtenances
(collectively, the "Project") at an approximately 106.64 acre site located in northwest Fort Worth
near Hicks Field Road and Wagley Robertson Road, more particularly described on Exhibit A
attached hereto and incorporated herein for all purposes ("Project Site").
B. For the Phase 1 Project (defined herein), as a condition to receipt of the Phase 1
380 Grants, the Company, at a minimum, commits to (i) expend, or cause to be expended, at
least $1,082,800,000 in property capital improvements, equipment, and related expenditures at
the Project Site ($240,800,000 in Construction Costs for real property improvements and
$842,000,000 in installed or located Taxable Business Personal Property; collectively "Phase 1
Required Improvements") and (ii) create, or cause to be created, 28 New Jobs with an average
Salary of such 28 New Jobs of $150,000, all as further set forth and described herein in more
detail. Together, the Phase 1 Required Improvements and Phase 1 Project Employment/Salary
Commitments (defined herein) are referred to as "Phase 1 Total Commitments."
C. In exchange for Company timely fulfilling its Phase 1 Total Commitments, City will
provide Company with annual grants, for ten years beginning in the Second Operating Year
("Grant Period") based on a percentage as further detailed herein.
D. For the Phase 2 Project (defined herein), as a condition to receipt of the Combined
Phases 380 Grants, the Company, at a minimum, commits to (i) expend, or cause to be expended,
at least $1,082,800,000 in property capital improvements, equipment, and related expenditures
at the Project Site ($240,800,000 in Construction Costs for real property improvements and
$842,000,000 in installed or located Taxable Business Personal Property; collectively "Phase 2
Required Improvements") and (ii) create, or cause to be created, 9 New Jobs with an average
salary of all New Jobs counted to meet the Phase 1 Project Employment Commitment and the
Phase 2 Project Employment Commitment of at least $150,000, all as further set forth and
described herein in more detail. Together, the Phase 2 Required Improvements and Phase 2
Project Employment/Salary Commitments are referred to as "Phase 2 Total Commitments."
E. In exchange for Company timely fulfilling both the Phase 1 Total Commitments and
Phase 2 Total Commitments, City, for the remaining years in the Grant Period, will provide
Company annual grants based on seventy percent (70%) of the incremental property taxes on
Taxable Business Personal Property as further described herein. OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
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F. The Company's commitments described herein will benefit the City by leading to
increased employment in a target industry.
G. 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 Economic Development Program Policy ("Policy"), the City has
established an economic development program pursuant to which the City will, on a case -by -case
basis, offer economic incentives authorized by Chapter 380 of the Texas Local Government Code
that include monetary loans and grants of public money, as well as the provision of personnel and
services of the City, to businesses and entities that the City Council determines will promote state
or local economic development and stimulate business and commercial activity in the City in
return for verifiable commitments from such businesses or entities to cause specific employment
and other public benefits to be made or invested in the City ("380 Program").
H. The City Council has determined that the feasibility of the Company's proposed
commitments described herein are contingent on Company's receipt of the Grants.
I. The City Council has determined that the Company's Project and proposed
commitments described herein will benefit and stimulate the local economy, promote state and
local economic development and stimulate business and commercial activity in the City and that
the 380 Program is an appropriate means to achieve construction of the Project.
J. In addition, the City Council has determined that, by entering into this Agreement,
the potential economic benefits that will accrue to the City are consistent with the City's economic
development objectives, as outlined in the Comprehensive Plan and the Policy.
K. This Agreement is authorized by Chapter 380 of the Texas Local Government
Code.
NOW, THEREFORE, in consideration of the mutual benefits and promises contained
herein and for other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties agree as follows:
AGREEMENT
1. Incorporation of Recitals. The City Council has found, and the City and Company
hereby agree, that the recitals set forth above are true and correct and form the basis upon which
the parties have entered into this Agreement.
2. Definitions. In addition to other terms defined in the body of this Agreement, the
following terms will have the definitions ascribed to them as follows:
a. Affiliate means a Person controlling Company, which the Company controls
or which is under common control with the Company or its parent company. For purposes
of this definition, "control," "controlled," or "controlling" means, in the case of a corporation,
limited liability company or limited partnership, direct or indirect ownership of at least 50%
of the interest entitled to a vote for a majority of the Board of Directors or equivalent body
or otherwise of the interest entitled to direct the business and affairs of such entity or, in
the case of all other Persons, direct or indirect ownership of the right to receive at least
50% of the profits thereof.
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b. Applicable City Rules means all of the rules, regulations, and ordinances
duly adopted by the City and in force and effect.
c. Benchmark I Percentage has the meaning ascribed to that term in Section
6.b.
d. Benchmark II Percentage has the meaning ascribed to that term in Section
6.c.
e. Business Day shall mean a day that is not (i) a Saturday, Sunday, (ii)
holiday in the State of Texas, or (iii) a day designated as a holiday by the City. All other
references to "days" hereunder shall mean calendar days.
Combined Phases 380 Grants has the meaning ascribed to that term in
Section 6.c.
g. Commencement of Construction shall mean when Company or an Affiliate
has executed a construction contract, construction equipment has been mobilized on the
Project Site, and the construction contractor has commenced or caused the
commencement of installation of footings for buildings to begin vertical construction on the
Project Site for the Phase 1 Project.
h. Construction Costs means the aggregate of Hard Construction Costs and
the following costs directly expended for real property improvements: engineering fees;
architectural and design fees; costs of third -party consultants, including attorneys and
environmental consultants; contractor fees; zoning fees; insurance and taxes directly
related to the construction; and financing costs, including capitalized interest and FF&E.
Property acquisition costs for the Project Site do not constitute "Construction Costs."
i. Data Center means real and personal property consisting of one or more
buildings or structures specifically designed or modified to house networked computers
and data and transaction processing equipment and related infrastructure support
equipment, including, without limitation, power and cooling equipment, used primarily to
provide, as a service to persons other than the company operating the data center, data
and transaction processing services, outsource information technology services and
computer equipment colocation services, or, used primarily to provide, to a single user,
including the user's affiliates, customers, lessees, vendors and other persons authorized
by the user, data and transaction processing services.
j. Director means the director of the City's Economic Development
Department or that person's authorized designee.
k. Effective Date is the date of execution of this Agreement by the last of the
parties hereto.
I. First Combined Grant Year means the calendar year following the year in
which all of the Phase 2 Total Commitments were achieved. By way of clarification, the
year in which the Phase 2 Required Improvements is achieved is the year Company
achieves at least $240,800,000 in cumulative Construction Costs expenditures and at
least $842,000,000 in aggregate Taxable Business Personal Property has been installed
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or located (i.e., not necessarily the year such expenditures are reported as it is possible
the report could be submitted the year following the actual expenditures and/or
installation). Notwithstanding the foregoing, in no event shall the First Combined Grant
Year occur prior to the Second Operating Year, but the First Combined Grant Year could
be the same year as the Second Operating Year. By way of example, if Company achieves
the Phase 1 Total Commitments and the Phase 2 Total Commitments in the same year,
then the First Combined Grant Year would be the Second Operating Year (and Company
would receive the Grants at the Benchmark II Percentage for the full Grant Period).
m. First Operating Year means the first full calendar year following the year in
which all of the Phase 1 Total Commitments were achieved. By way of clarification, the
year in which the Phase 1 Required Improvements is achieved is the year Company
achieves at least $240,800,000 in cumulative Construction Costs expenditures and at
least $842,000,000 in aggregate Taxable Business Personal Property has been installed
or located (i.e., not necessarily the year such expenditures are reported as it is possible
the report could be submitted the year following the year the actual expenditures and/or
installation occur).
n. Grants means the ten (10) economic development grants paid by the City
to Company in accordance with this Agreement and as part of the 380 Program.
o. Grant Period has the meaning ascribed to that term in the Recitals. The
first year of the Grant Period is the Second Operating Year. For the avoidance of doubt,
the Second Operating Year and the First Combined Grant Year could be the same year.
p. Hard Construction Costs means the aggregate of the following costs
expended by or on behalf of Company or an Affiliate for real property improvements: actual
site development and construction costs, infrastructure improvements and the costs of
supplies, materials and labor, but does not include land acquisition costs paid by Company
for the Project Site. For clarification, Hard Construction Costs will be based on construction
contracts or direct work, but does not include insurance, fee(s) or general conditions.
q. Intended Use has the meaning ascribed to that term in Section 4.a. herein.
r. Job means a job on the Project Site provided by Company, its Affiliates, a
staffing agency, or other owners, operators, lessees and/or sublessees on the Project Site
to one individual for at least thirty-five (35) hours per week. A different industry standard
or union standard for equivalent full time for a category of jobs may be approved by the
Director in his/her discretion upon Company's request.
s. New Job means a Job that was not in existence before, and the individual
was hired after, the Effective Date.
t. Person means any natural person, corporation, general partnership, limited
partnership, limited liability company, limited liability partnership, proprietorship, joint
venture, joint stock company, trust, unincorporated association, enterprise, or any other
form of business or legal association or entity.
u. Phase 1 380 Grants has the meaning ascribed to that term in Section 6.b.
herein.
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v. Phase 1 Project means the first building, portion of a building, or group of
buildings to be constructed and completed on the Project Site as part of the Project which
meets the Phase 1 Project RPI and may be designated by Company as the Phase 1
Project.
w. Phase 1 Project Employment/Salary Commitments has the meaning
ascribed to that term in the Section 4.e.i.
x. Phase 1 Project RPI has the meaning ascribed to that term in Section 4.b.i.
herein.
y. Phase 1 Required Improvements has the meaning ascribed to that term in
the Recitals.
z. Phase 1 Total Commitments has the meaning ascribed to that term in the
Recitals.
aa. Phase 2 Project means a building, portion of a building or group of buildings
to be constructed and completed on the Project Site as part of the Project which meets
the Phase 2 Project RPI and may be designated by Company as the Phase 2 Project. For
the avoidance of doubt, the Phase 2 Project may be (but is not required to be) connected
to and/or part of the same building as the Phase 1 Project.
bb. Phase 2 Project Employment/Salary Commitments has the meaning
ascribed to that term in the Section 4.e.ii.
cc. Phase 2 Project RPI has the meaning ascribed to that term in Section 4.b.ii.
herein.
dd. Phase 2 Required Improvements has the meaning ascribed to that term in
the Recitals.
ee. Phase 2 Total Commitments has the meaning ascribed to that term in the
Recitals.
ff. Project has the meaning ascribed to that term in the Recitals.
gg. Project Site has the meaning ascribed to that term in the Recitals.
hh. Salary means a cash payment or remuneration made to an individual for
services rendered as an employee, including any paid time off, commissions, bonuses, or
equity paid in accordance with a company's established bonus plan, but does not include
the value of any benefits provided to an employee or any reimbursements for actual and
necessary expenses incurred by the employee in the course and scope of the employee's
job duties.
ii. Second Operating Year means the first full calendar year following the First
Operating Year.
jj. Small Business Firm ("SBF") is a business entity that is located in Tarrant
County, Wise County, Johnson County, Parker County or Denton County, Texas and that
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holds certification as a small business from the North Central Texas Regional Certification
Agency (NCTRCA), Women's Business Council —Southwest (WBCS), Dallas —Fort Worth
Business Council (formerly DFW/MSDC), Texas Unified Certification Program (TUCP) —
DBE / ACDBE or other organization approved by the City Manager of the City. For the
avoidance of doubt, in order to be considered an SBF, the business entity's principal place
of business is not required to be the Company's headquarters, and may be located in
Tarrant County, Wise County, Johnson County, Parker County or Denton County, Texas.
Otherwise stated, the business entity is not required to be located within the City limits to
be considered an SBF.
kk. Taxable Business Personal Property or TBPP means property that is
Project -related (i) that can be owned and is not permanently attached to the land or
building which would include, but is not limited to, furniture, fixtures, equipment and
machinery, computers, inventory held for sale or rental, raw materials, finished goods,
work in process that is used in a business or used to produce income and any other
personal property that is subject to ad valorem taxation and is rendered for that purpose
to the Tarrant Appraisal District or another appraisal district having jurisdiction over the
Project Site; (ii) is located on the Project Site (or within improvements on the Project Site);
and (iii) was not located in the City prior to the Effective Date. For the avoidance of doubt,
TBPP includes property installed or located at the Project Site by Company, any Affiliate,
any tenant or subtenant, and any other owner or operator on the Project Site, whether or
not this Agreement has been assigned to such party. Company is solely responsible for
satisfying all TBPP-related commitments and requirements in this Agreement and for
obtaining, compiling, and timely delivering, or causing to be delivered, all reports,
information, and documentation reasonably necessary to verify the existence, location,
valuation, and tax account number(s) of all such TBPP within the Project Site in order for
TBPP Property Tax Revenues attributable to all such TBPP to be included in calculating
the Grants.
II. TBPP Property Tax Revenues means the total amount of City ad valorem
taxes on TBPP within the overall Project Site (or within improvements located thereon).
For clarification purposes, TBPP Property Tax Revenues (which will be used to calculate
the amount of the Grants) include City ad valorem taxes on TBPP for any and all TBPP
tax accounts within the Project Site including without limitation Company's TBPP, any
TBPP installed and/or owned by tenants or sub -tenants within the Project Site and any
TBPP installed and/or owned by other owners or operators within the Project Site whether
or not this Agreement has been formally assigned to such other parties or not. The intent
of this Agreement is for the Grants to be based on City ad valorem taxes for any and all
TBPP tax accounts within the Project Site. Company is solely responsible for ensuring the
City receives all information reasonably necessary to identify all such TBPP tax accounts
so that the TBPP Property Tax Revenues attributable to such accounts will be included in
calculating the Grants and for coordinating with any tenants, subtenants, owners,
operators, or Affiliates to obtain and provide such information on a timely basis in
accordance with any requirements herein.
mm. Twelve -Month Period means the period between February 1 of a given year
and January 31 of the following year.
3. Term. This Agreement will be effective as of the Effective Date and unless
terminated earlier pursuant to and in accordance with this Agreement, will expire on the date as
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of which the City has paid all Grants due to Company hereunder, as more specifically set forth
herein ("Term").
4. Company Obligations and Commitments.
a. Use of Project Site. From January 1 of the First Operating Year until
expiration of the Term of this Agreement, any use by Company operating at the Project
Site must include one or more Data Centers (which may include accessory uses or
buildings and other related or associated uses, buildings or structures such as utility
buildings, substation(s), administrative buildings, customer support buildings,
infrastructure, structures, improvements and appurtenances) and/or related operations
(the "Intended Use"). Any development by Company of the Project Site will be subject to
and in accordance with the permits and plan(s) approved by the City from time to time as
required by and in accordance with Applicable City Rules (and as may be amended in
accordance with Applicable City Rules), subject to any rights established or preserved by
applicable law. As part of construction and operation of the Project, Company agrees to
install and maintain a closed loop water cooling system for the Project in accordance with
the approved building permit no. PB25-17349 or any other building permit(s) approved by
the City from time to time in future submittals by or on behalf of Company. Further, for
each platted lot with one or more Data Center buildings on the Project Site, Company
agrees to obtain or cause to be obtained a Non -Significant Industrial User (NSIU) permit
("NSIU Permit") prior to the earlier of (i) the release of a water meter; or (ii) occupancy of
the first permanent building within such platted lot. Except as required herein, any NSIU
Permit for the Project, or portion thereof, will be submitted, processed, approved, and
amended (if applicable) in accordance with Applicable City Rules in effect as of the
Effective Date and applicable state and federal laws (as may be implemented and/or
amended), including without limitation § 12.5-632, Permit Application Process and § 12.5-
641, Wastewater Discharge Permit Contents of the Code of the City of Fort Worth, Texas.
City's approval of the NSIU Permit will not be unreasonably withheld, conditioned or
delayed. Company agrees that it will not construct a Data Center building on the portion
of the Project Site more particularly described and depicted on Exhibit B attached hereto
(the "9.75 Acre Tract"). Notwithstanding anything to contrary contained in this Section
4(a), should the City be required to amend Applicable City Rules to comply with state and
federal law, Company agrees, subject to any rights established or preserved by applicable
law, to be bound by such amended Applicable City Rules.
b. Conditions to Receipt of the Benchmark I Percentage or Benchmark II
Percentage for the Grants — Real Property Improvements ("RPI").
i. Phase 1 Project RPI. In order for Company to be eligible for any
Grants, subject to Force Majeure (defined herein), by December 31, 2031,
Company must expend, or cause to be expended, at least Two Hundred Forty
Million Eight Hundred Thousand and 00/100 Dollars ($240,800,000.00) in
Construction Costs for the Phase 1 Project ("Phase 1 Project RPI").
ii. Phase 2 Project RPI. In order for Company to be eligible for the
increased Benchmark II Percentage for the Grants, subject to Force Majeure, by
December 31, 2034, Company must expend, or cause to be expended, at least
Two Hundred Forty Million Eight Hundred Thousand and 00/100 Dollars
($240,800,000.00) in Construction Costs for the Phase 2 Project ("Phase 2
Project RPI"). By way of clarification, failure to meet the Phase 2 Project RPI shall
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not be a default hereunder; however, the percentage for the Grants will remain at
the Benchmark I Percentage in such an instance as further detailed in Section 6
herein.
c. Required Improvements —Taxable Business Personal Property ("TBPP").
i. Phase 1 Project TBPP. In order for Company to be eligible for any
Grants, subject to Force Majeure, by January 1, 2032, Company must install or
locate, or cause to be installed or located, at least Eight Hundred Forty -Two Million
and 00/100 Dollars ($842,000,000.00) of TBPP on the Project Site for or as part of
the Phase 1 Project ("Phase 1 Project TBPP").
ii. Phase 2 Project TBPP. In order for Company to be eligible for the
increased Benchmark II Percentage for the Grants, subject to Force Majeure, by
January 1, 2035, Company must install, or cause to be located, at least Eight
Hundred Forty -Two Million and 00/100 Dollars ($842,000,000.00) of TBPP on the
Project Site for or as part of the Phase 2 Project ("Phase 2 Project TBPP"). By
way of clarification, failure to meet the Phase 2 Project TBPP shall not be a default
hereunder; however, the percentage for the Grants will remain at the Benchmark I
Percentage in such an instance as further detailed in Section 6 herein.
d. Construction Spending Commitment for SBFs. By the earlier to occur of (i)
the date of submittal to the City of the Phase 1 Project Final RPI Report; or (ii) January
31, 2032, Company, its tenant(s) and/or contractors must collectively expend or caused
to be expended at least Two Million Dollars ($2,000,000.00) of Construction Costs for the
Phase 1 Project and/or the Phase 2 Project with SBFs ("SBF Construction
Commitment").
e. Employment/Salary Commitment.
i. Employment/Salary Commitment — Phase 1 Protect. On or before
December 31, 2031, subject to Force Majeure, a minimum of 28 New Jobs must
be based out of the Project Site and maintained throughout the Term of the
Agreement ("Phase 1 Project Employment Commitment"). The average annual
salary for all 28 New Jobs counted to meet the Phase 1 Project Employment
Commitment must be a minimum of $150,000.00 ("Phase 1 Project Salary
Commitment" and together with the Phase 1 Project Employment Commitment,
the "Phase 1 Project Employment/Salary Commitments"). By way of
clarification, the New Jobs counted to meet the Phase 1 Project
Employment/Salary Commitments may be based out of any phase(s) within the
Project Site. Failure to meet the Phase 1 Project Employment/Salary
Commitments is not a default under the Agreement, but, subject to any notice and
cure periods, it will result in a reduction of the Grant percentage for that year
proportional to the percent by which the Phase 1 Project Employment/Salary
Commitments were not met (rounded to the nearest whole percentage number).
The Grant percentage will be increased to the maximum Grant percentage for
Benchmark I Percentage in future years for which the Phase 1 Project
Employment/Salary Commitments are met. By way of example, if on or after
December 31, 2031, if the total number of New Jobs based out of the Project Site
is 26 New Jobs, it would be below the Phase 1 Project Employment Commitment
of 28 New Jobs by approximately seven percent (7%), so the Benchmark I
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Percentage would be reduced by seven percent (7%) from 35% to 32.55%. If, in
the following year, the total number of New Jobs based out of the Project Site is
28 New Jobs, then the Benchmark I Percentage would be increased back to 35%
for that year.
ii. Employment Commitment — Phase 2 Project. In order for Company
to be eligible for the full Benchmark II Percentage for the Grants, on or before
December 31, 2034, subject to Force Majeure, a minimum of nine (9) additional
New Jobs (resulting in a total aggregate of thirty-seven (37) new Full -Time Jobs
on or before December 31, 2034) must be based out of the Project Site and
maintained throughout the Term of the Agreement ("Phase 2 Project
Employment Commitment"). By way of clarification, the New Jobs counted to
meet the Phase 2 Project Employment/Salary Commitments may be based out of
any phase(s) within the Project Site. The average annual salary for all New Jobs
counted to meet the Phase 1 Project Employment Commitment and the Phase 2
Project Employment Commitment must be a minimum of $150,000.00 ("Phase 2
Project Salary Commitment" and together with the Phase 2 Project Employment
Commitment, the "Phase 2 Project Employment/Salary Commitments").
Failure to meet the Phase 2 Project Employment/Salary Commitments is not a
default under the Agreement, but, subject to any notice and cure periods, it will
result in a reduction of the Grant percentage for that year proportional to the
percent by which the Phase 2 Project Employment/Salary Commitments were not
met (rounded to the nearest whole percentage number). The Grant percentage will
be increased to the maximum Grant percentage for Benchmark II Percentage in
future years for which the Phase 2 Project Employment/Salary Commitments are
met. By way of example, if Company otherwise qualifies for the Benchmark II
Percentage and on or after December 31, 2034 if the total number of New Jobs
based out of the Project Site is 34 New Jobs, it would be below the Phase 2 Project
Employment Commitment of 37 New Jobs by approximately eight percent (8%),
so the Benchmark II Percentage would be reduced by eight percent (8%) from 70%
to 64.4%. If, in the following year, the total number of New Jobs based out of the
Project Site is 37 New Jobs, then the Benchmark II Percentage would be increased
back to 70% for that year.
iii. Determination of each year of compliance with the employment
commitments will be based on the employment data provided to the City pursuant
to this Agreement for the year under evaluation.
f. New Jobs Average Annual Salary. The average annual Salary used to
determine whether the Phase 1 Project Salary Commitment or the Phase 2 Project Salary
Commitment have been met, as applicable, is measured on a calendar year basis after
the respective commitment has been initially met.
g. Reports.
i. Plan to Utilize SBFs. Company will provide or cause its contractor
to provide a report detailing the plan to utilize SBFs for the Project (or portion
thereof) to the City by December 31, 2026.
ii. Quarterly Reports — Construction Costs. From the Commencement
of Construction through the earlier to occur of (1) the completion of the Phase 2
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Required Improvements or (2) December 31, 2034, Company must provide the
Director with a calendar -year, quarterly report in a format substantially similar to
the Construction Report attached as Exhibit C, that specifically outlines separately
for the Phase 1 Project and Phase 2 Project, respectively (1) the then -current
aggregate Construction Costs expended for the RPI; and (2) the then -current
aggregate Construction Costs expended with SBFs for the same. For clarification
purposes, if the Phase 1 Project and Phase 2 Project are part of the same
construction contract(s), then Company may allocate costs between the two
phases using a reasonable methodology determined by Company. These reports
will be due on the dates as follows (provided that, if the due date falls on day that
is not a Business Day, then the due date will be the next Business Day):
1. First Quarter (Jan. through Mar.) report — April 7.
2. Second Quarter (Apr. through Jun.) report — July 7.
3. Third Quarter (Jul. through Sep.) report — Oct. 7.
4. Fourth Quarter (Oct. through Dec.) report — Jan. 7.
iii. Final ReDort — Construction Costs.
1. Phase 1 Project. No later than January 31, 2032, in order
for the City to assess whether the Phase 1 Project RPI has been met, and
the extent to which the SBF Construction Commitment was met, Company
must provide the Director with a report, in a format substantially similar to
the Construction Report attached as Exhibit C, that specifically outlines
the total Construction Costs expended or caused to be expended to meet
the Phase 1 Project RPI and the total Construction Costs expended with
SBFs, 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 for the Phase
1 Project RPI (the "Phase 1 Project Final RPI Report"). For clarification
purposes, if the Phase 1 Project and Phase 2 Project are part of the same
construction contract(s), then Company may allocate costs between the
two phases using a reasonable methodology determined by Company. For
the avoidance of doubt, in order to satisfy the reporting requirement for the
Phase 1 Project Construction Costs as provided herein, Company is only
required to submit sufficient documentation in the report to show that at
least $240,800,000.00 in Construction Costs has been expended or
caused to be expended for the Phase 1 Project (and shall not be required
to submit additional documentation for any Construction Costs that exceed
$240,800,000.00).
2. Phase 2 Project. If Company completes the Phase 2
Project, in order to receive the increased Benchmark II Percentage for the
Grants, no later than January 31, 2035, in order for the City to assess
whether the Phase 2 Project RPI has been met, and the extent to which
the SBF Construction Commitment was met, Company must provide the
Director with a report, in a format substantially similar to the Construction
Report attached as Exhibit C, that specifically outlines the total
Construction Costs expended or caused to be expended to meet the Phase
2 Project RPI and the total Construction Costs expended with SBFs,
together with supporting invoices and other documents necessary to
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demonstrate that such amounts were actually paid, including, without
limitation, final lien waivers signed by the general contractor for the Phase
2 Project RPI (the "Phase 2 Project Final RPI Report"). For clarification
purposes, if the Phase 1 Project and Phase 2 Project are part of the same
construction contract(s), then Company may allocate costs between the
two phases using a reasonable methodology determined by Company. For
the avoidance of doubt, in order to satisfy the reporting requirement for the
Phase 2 Project Construction Costs as provided herein, Company is only
required to submit sufficient documentation in the report to show that at
least $240,800,000.00 in Construction Costs has been expended or
caused to be expended for the Phase 2 Project (and shall not be required
to submit additional documentation for any Construction Costs that exceed
$240,800,000.00).
iv. Quarterly Reports - Taxable Business Personal Property. From the
Commencement of Construction through the earlier to occur of (1) the completion
of the Phase 2 Required Improvements or (2) January 1, 2035, 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
TBPP, including TBPP installed and/or owned by any tenant, subtenant, other
owner or operator, or Affiliate within the Project Site, whether or not this Agreement
has been assigned to such party, and the value of each item installed, or caused
to be located, for both the Phase 1 Project and the Phase 2 Project. An example
of a form reasonably acceptable to the Director for TBPP quarterly report is
attached hereto as Exhibit D. These reports will be due on the dates as follows
(provided that, if the due date falls on a day that is not a Business Day, then the
due date will be the next Business Day):
1. First Quarter (Jan. through Mar.) report — April 7.
2. Second Quarter (Apr. through Jun.) report — July 7.
3. Third Quarter (Jul. through Sep.) report — Oct. 7.
4. Fourth Quarter (Oct. through Dec.) report — Jan. 7.
Final Reports — Taxable Business Personal Property.
1. Phase 1 Project. No later than January 31, 2033, in order
for the City to assess whether the Phase 1 Project TBPP has been met,
Company must provide, or cause to be provided, a report in a form
reasonably acceptable to the Director that specifically outlines all TBPP
installed or located at the Project Site to meet the Phase 1 Project TBPP,
including any TBPP installed and/or owned by Company, any tenant,
subtenant, other owner or operator, or Affiliate within the Project Site,
whether or not this Agreement has been assigned to such party, included
to meet the Phase 1 Project TBPP, and the value of each item installed, or
caused to be located, at the Project Site for the Phase 1 Project (the
"Phase 1 Project Final TBPP Report"). For the avoidance of doubt, in
order to satisfy the reporting requirement for the Phase 1 Project Final
TBPP Report as provided herein, Company is only required to submit
sufficient documentation in the Phase 1 Project Final TBPP Report to show
that at least $842,000,000.00 in TBPP has been installed or located at the
Project Site for the Phase 1 Project (and shall not be required to submit
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additional documentation for any investment in TBPP that exceeds
$842,000,000.00). An example of a form reasonably acceptable to the
Director for the Phase 1 Project Final TBPP Report is attached hereto as
Exhibit D. The Company may, but is not required to, base its Phase 1
Project Final TBPP Report on the rendition provided to the applicable
appraisal district for TBPP installed or located at the Project Site.
2. Phase 2 Project. If Company completes the Phase 2
Project, in order to receive the increased Benchmark II Percentage for the
Grants, no later than January 31, 2036, in order for the City to assess
whether the Phase 2 Project TBPP has been met, Company must provide,
or cause to be provided, a report in a form reasonably acceptable to the
Director that specifically outlines all TBPP installed or located at the Project
Site to meet the Phase 2 Project TBPP, and the value of each item
installed, or caused to be located, at the Project Site for the Phase 2 Project
(the "Phase 2 Project Final TBPP Report"). For the avoidance of doubt,
in order to satisfy the reporting requirement for the Phase 2 Project Final
TBPP Report as provided herein, Company is only required to submit
sufficient documentation in the Phase 2 Project Final TBPP Report to show
that at least $842,000,000.00 in TBPP (which may include TBPP installed
and/or owned by Company, any tenant, subtenant, other owner or operator,
or Affiliate within the Project Site, whether or not this Agreement has been
assigned to such party) has been installed or located at the Project Site for
the Phase 2 Project (and shall not be required to submit additional
documentation for any investment in TBPP that exceeds
$842,000,000.00). An example of a form reasonably acceptable to the
Director for the Phase 2 Project Final TBPP Report is attached hereto as
Exhibit D. The Company may, but is not required to, base its Phase 2
Project Final TBPP Report on the rendition provided to the applicable
appraisal district for TBPP installed or located at the Project Site.
vi. Annual Employment and Salary Report.
1. Phase 1: On or before March 31, 2032 and by March 31 of
each year thereafter of the Term, in order for the City to assess the degree
to which the Phase 1 Project Employment/Salary Commitments for the
previous calendar year was met, including verification of the degree to
which the Phase 1 Project Salary Commitment was met, Company must
provide, or cause to be provided, the Director with a report, in a form
reasonably acceptable to the Director, that sets forth the individuals
counted to meet the Phase 1 Project Employment Commitment, and their
individual salaries, to determine compliance with the Phase 1 Project
Salary Commitment, all as of December 31 (or such other date requested
by Company and reasonably acceptable to the Director) of the previous
calendar year, together with reasonable supporting documentation.
Reports shall be redacted to remove confidential employee information. An
example of a form reasonably acceptable to the Director for this report,
including reasonable supporting documentation is attached hereto as
Exhibit E.
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2. Phase 2: If Company completes the Phase 2 Project, in
order to receive the increased Benchmark II Percentage for the Grants, on
or before March 31, 2035 and by March 31 of each year thereafter of the
Term, in order for the City to assess the degree to which the Phase 2
Project Employment/Salary Commitments for the previous calendar year
was met, including verification of the degree to which the Phase 2 Project
Salary Commitment was met, Company must provide, or cause to be
provided, the Director with a report, in a form reasonably acceptable to the
Director, that sets forth the individuals counted to meet the Phase 2 Project
Employment Commitment, and their individual salaries, to determine
compliance with the Phase 2 Project Salary Commitment, all as of
December 31 (or such other date requested by Company and reasonably
acceptable to the Director) of the previous calendar year, together with
reasonable supporting documentation. Reports shall be redacted to
remove confidential employee information. An example of a form
reasonably acceptable to the Director for this report, including reasonable
supporting documentation is attached hereto as Exhibit E.
vii. Additional Information. Company agrees to provide the City with
any reasonable additional information that the Director may reasonably require
solely to ascertain Company's compliance with this Agreement and to assist the
City in properly calculating Grants payable in accordance with this Agreement.
h. Inspections of Project Site. At any time during Company's and any tenants'
(within the Project) normal business hours throughout the Term and following at least
seven (7) days' prior written notice to Company, the City will have the right to inspect and
evaluate the Project Site, and any Project improvements thereon, and Company will
provide reasonable access to the same, solely in order for the City to monitor compliance
with the terms and conditions of this Agreement. Company will reasonably cooperate with
the City during any such inspection and evaluation. Notwithstanding the foregoing,
Company will have the right to require that any representative of the City be escorted by
a representative or security personnel of Company during any such inspection and
evaluation, and Company shall be able to exercise its sole, reasonable discretion in
scheduling a requested inspection so as not to interfere with ongoing business or
construction operations on the Project Site.
i. Audits. Provided at least ten (10) calendar days' notice is given and to the
extent necessary to verify compliance with the terms of this Agreement, but no more than
once per calendar year, the City will have the right throughout the Term to audit the
financial and business records of Company that relate solely to the Phase 1 Total
Commitments and Phase 2 Total Commitments and are necessary to evaluate Company's
compliance with this Agreement or with the commitments set forth in this Agreement
(collectively "Records"). If documentation of any Construction Costs or costs of TBPP is
contained in financial and business records of Company that also contain unrelated
matters, Company may redact any unrelated matters. Company must make all Records
available to the City at either of the Project Site or at another location in the City with
reasonable advance notice that is acceptable to both parties. Company will otherwise
cooperate fully with the City during any audit assuming that reasonable advance notice
acceptable to both parties has been provided. If any TBPP owned and /or installed by
tenants, subtenants, other owners or operators or Affiliates were included in the Phase 1
Project Final TBPP Report or the Phase 2 Project Final TBPP Report, as applicable, to
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the extent of any such parties included, Company will use commercially reasonable efforts
to cause the applicable tenants, subtenants, other owners or operators, and Affiliates
within the Project Site (with TBPP included in such reports) to reasonably cooperate in
providing Records necessary to verify such TBPP. included in such final reports. If such a
third party with TBPP included in either such final reports declines to provide Records
directly, Company shall use commercially reasonable efforts to provide alternative
documentation reasonably sufficient to verify TBPP location, timing, and value, such as
the rendition(s) provided to the applicable appraisal district for such TBPP. Company may
require that all individuals reviewing the financial and business records of Company, an
Affiliate or another party must first sign a reasonable confidentiality agreement under
which they agree to not discuss or publicize information contained in those records except
for discussion that is necessary for them to complete an audit of such records in
accordance with this Agreement.
5. Certificates of Completion. The City shall issue separate certificates of completion
for completion of the Phase 1 Project and the Phase 2 Project.
a. Phase 1 Project. Within thirty (30) days following the City's receipt of both
the Phase 1 Project Final RPI Report and the Phase 1 Project Final TBPP Report, the
Director will issue Company a certificate confirming that the Phase 1 Project RPI, the SBF
Construction Commitment and the Phase 1 Project TBPP have been met (or the extent to
which such commitments have been met) (the "Phase 1 Certificate of Completion").
The Phase 1 Certificate of Completion will state the total Construction Costs expended to
meet the Phase 1 Project RPI by the applicable deadline, as well as the amount of
Construction Costs expended specifically with SBFs; and the total costs of TBPP that was
installed or otherwise located on the Project Site by the applicable deadline to meet the
Phase 1 Project TBPP. If the City does not respond within the thirty (30) day period, then
the Phase 1 Project Final RPI Report and the Phase 1 Project Final TBPP Report (and
information contained therein) shall be deemed approved and confirmed as accepted by
the City and the SBF Construction Commitment shall be deemed to have been met.
b. Phase 2 Project. Within thirty (30) days following the City's receipt of both
the Phase 2 Project Final RPI Report and the Phase 2 Project Final TBPP Report, the
Director will issue Company a certificate confirming that the Phase 2 Project RPI, the SBF
Construction Commitment (if not met in the Phase 1 Project), and the Phase 2 Project
TBPP have been met (or the extent to which such commitments have been met) (the
"Phase 2 Certificate of Completion"). The Phase 2 Certificate of Completion will state
the total Construction Costs expended to meet the Phase 2 Project RPI by the applicable
deadline, as well as the amount of Construction Costs expended specifically with SBFs,
and the total costs of TBPP that was installed or otherwise located on the Project Site by
the applicable deadline to meet the Phase 2 Project TBPP. If the City does not respond
within the thirty (30) day period, then the Phase 2 Project Final RPI Report and the Phase
2 Project Final TBPP Report (and information contained therein) shall be deemed
approved and confirmed as accepted by the City as submitted and the SBF Construction
Commitment shall be deemed to have been met.
c. The issuance of the Phase 1 Certificate of Completion or the Phase 2
Certificate of Completion, as applicable, by the City will not unreasonably be conditioned,
withheld or delayed.
6. Grants.
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a. Number of Available Annual Grants. The number of annual Grants
available to Company under this Agreement is ten (10), regardless of whether one or both
phases have been completed. This is also referred to as the Grant Period. Otherwise
stated, if Company timely meets the Phase 1 Total Commitments, but does not timely
meet the Phase 2 Total Commitments, then Company will still receive Grants for the full
ten-year Grant Period; however, the percentage in the aforementioned example would be
limited to the Benchmark I Percentage, as further set forth below.
b. Phase 1 380 Grant. Following the Company's timely completion of the
Phase 1 Total Commitments in accordance with Section 4, the City, beginning in the
Second Operating Year and continuing annually thereafter for the Grant Period, will
provide a Grant based on thirty-five percent (35%) ("Benchmark I Percentage") of the
aggregate TBPP Property Tax Revenues collected by the City in the Twelve -Month Period
ending in the same year in which the Grant is paid ("Phase 1 380 Grants"). The City will
annually continue to fund this Phase 1 380 Grant at the Benchmark I Percentage provided
Company maintains its Phase 1 Project Employment/Salary Commitments. As described
in Section 4.e.i., the Benchmark I Percentage may be reduced if the Company does not
maintain the Phase 1 Project Employment/Salary Commitments throughout the Grant
Period. The Phase 1 380 Grants will be paid by the City on or before June 1 of the Second
Operating Year and on or before June 1 of each subsequent year for the Grant Period,
unless and until the Grants are increased to the Benchmark II Percentage described in
subsection 6.c. below. As noted in the definition of TBPP Property Tax Revenues, the
intent of this Agreement is for the Grants to be based on City ad valorem taxes for all
TBPP tax accounts within the Project Site. Company shall be solely responsible for
identifying, tracking, and notifying the City, or causing the City to be notified, of all TBPP
tax accounts (including without limitation TBPP tax accounts for Company, any tenants or
subtenants within the Project Site and any other owners or operators within the Project
Site) to ensure that taxes paid to the City for all such accounts are included as TBPP
Property Tax Revenues for calculating the Grants. Company will satisfy the
aforementioned responsibility by providing, or causing to be provided, the City a written
list of TBPP tax accounts within the Project Site (i.e., a list of business personal property
appraisal district account numbers within the Project Site) and the corresponding names
of the holders of such accounts on or prior to May 1 of the Second Operating Year and on
or before May 1 of each subsequent year for the Grant Period. The City agrees to include
all TBPP tax accounts provided in the notice by Company that are within the Project Site
in calculating the Grants. Company's failure to identify and provide notice to the City of
any TBPP tax accounts within the Project Site shall not be a default hereunder; however,
such failure may result in the TBPP Property Tax Revenues for any such TBPP tax
accounts that were not identified and provided in the notice to the City prior to payment of
a Grant not being included in the Grant calculation for that Grant Year.
i. Deduction for Failing to Meet SBF Construction Commitment.
Unless a waiver is granted in accordance with Section 7.e., if Company fails to
timely meet the SBF Construction Commitment, then it shall not be a default
hereunder, but the total amount of each annual Phase 1 380 Grant during the Grant
Period calculated in accordance with Section 6.b. will be reduced by ten percent
(10%) of that total. By way of example, if the total amount of the grant calculated
for year 1 was $100,000 and the SBF Construction Commitment was not met then
the total amount of the grant would be reduced by $10,000 and would be $90,000.
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c. Combined Phases 380 Grant. Following the Company's timely completion
of the Phase 2 Total Commitments in accordance with Section 4, the City, beginning with
the First Combined Grant Year; and continuing annually thereafter for the remainder of
the Grant Period, will provide, in the place of the Phase 1 380 Grants, an annual combined
phases Chapter 380 Grant based on seventy percent (70%) ("Benchmark II Percentage")
of the aggregate TBPP Property Tax Revenue collected by the City in the Twelve -Month
Period ending in the same year in which the Grant is paid ("Combined Phases 380
Grants"). For clarification, the Grant percentage will increase to the Benchmark II
Percentage for all phases and TBPP within the Project Site, including any previously
installed or constructed prior to the increase. Provided the Company annually maintains
both its Phase 1 Project Employment/Salary Commitments and the Phase 2 Project
Employment/Salary Commitments, the City will continue to fully fund the Combined
Phases 380 Grants for the remainder of the Grant Period. As described in Section 4.e.ii.,
the Benchmark II Percentage may be reduced if the Company does not maintain the
Phase 2 Project Employment/Salary Commitments throughout the Grant Period. The
Combined Phases 380 Grants will be paid by the City on or before June 1 of the First
Combined Grant Year and on or before June 1 of each subsequent year for the Grant
Period. As noted in the definition of TBPP Property Tax Revenues, the intent of this
Agreement is for the Grants to be based on City ad valorem taxes for all TBPP tax
accounts within the Project Site. Company shall be solely responsible for identifying,
tracking, and notifying the City of all TBPP tax accounts (including without limitation TBPP
tax accounts for Company, any tenants or subtenants within the Project Site and any other
owners or operators within the Project Site) to ensure that taxes paid to the City for all
such accounts are included as TBPP Property Tax Revenues for calculating the Grants.
Company will satisfy the aforementioned responsibility by providing the City a written list
of TBPP tax accounts within the Project Site (i.e., a list of business personal property
appraisal district account numbers within the Project Site) and the corresponding names
of the holders of such accounts on or prior to May 1 of the First Combined Grant Year and
on or before May 1 of each subsequent year for the Grant Period. The City agrees to
include all TBPP tax accounts provided in the notice by Company that are within the
Project Site in calculating the Grants. Company's failure to identify and provide notice to
the City of any TBPP tax accounts within the Project Site shall not be a default hereunder;
however, such failure may result in the TBPP Property Tax Revenues for any such TBPP
tax accounts that were not identified and provided in the notice to the City prior to payment
of a Grant not being included in the Grant calculation for that Grant Year.
i. Deduction for Failing to Meet SBF Construction Commitment.
Unless a waiver is granted in accordance with Section 7.e., if Company fails to
meet the SBF Construction Commitment, then it shall not be a default hereunder,
but the total amount of each annual Combined Phases 380 Grants during the Grant
Term calculated in accordance with Section 6.c. will be reduced by ten percent
(10%) of that total. By way of example, if the total amount of the grant calculated
for year 1 was $100,000 and the SBF Construction Commitment was not met then
the total amount of the grant would be reduced by $10,000 and would be $90,000.
Notwithstanding the foregoing or any statement to the contrary herein, if the
Company was unable to timely meet the SBF Construction Commitment in
accordance with the timeframe specified in Section 4.d., but is able to demonstrate
in the Phase 2 Project Final RPI Report that it has met (or caused to be met) the
SBF Construction Commitment, as confirmed by the Phase 2 Certificate of
Completion, then Company shall be entitled to the full Benchmark II Percentage
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and will not be subject to a reduction in such percentage for any of the Combined
Phases 380 Grants.
The Grant percentages set forth above are shown in the chart below for ease of
explanation:
Expenditure of
Construction Costs
for Real Property
Improvements
Investment in
TBPP
Percentage 380
grant rebate for real
property taxes
Percentage 380
grant rebate for
TBPP
(a) Benchmark I
$240,800,000
$842,000,000
0%
35%
Percentage
(b) Benchmark It
An additional
An additional
0%
70%
Percentage
investment of
investment of
$240,800,000 (for a
$842,000,000 (for a
total of $481,600,000
total of
in the aggregate)
$1,684,000,000 in
the aggregate)
As noted above, Company may meet the Phase 1 Required Improvements in line
(a) in the chart above and will be eligible to start receiving Grants based on the percentage
set forth in line (a) above; and, upon showing documentation of an additional investment
that causes the total aggregate investment to increase to the Phase 2 Required
Improvement numbers in line (b) in the chart above, the Grants percentage will increase
(for all phases and TBPP within the Project Site, including any previously constructed or
installed prior to the increase).
d. Source of Grant Funds.
i. It is understood and agreed that all Grants paid 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.
ii. Company understands and agrees that any revenues of the City
other than those dedicated for payment of a given annual Grant pursuant to and in
accordance with this Agreement may be used by the City for any lawful purpose
that the City deems necessary in the carrying out of its business as a home -rule
municipality and will not serve as the basis for calculating the amount of any future
Grant or other obligation to Company.
iii. Appropriation of Funds. The City Council of the City is authorized
under applicable law to annually budget and appropriate funds to make Grant
payments. The City presently intends to appropriate funds to make Grant
payments pursuant to this Agreement; provided, however, that this is an
expression of current intent and shall not be construed as creating a general
obligation of the City to appropriate such funds for any fiscal year. The decision to
appropriate such funds for a fiscal year shall be made solely by the City Council in
accordance with applicable law, rules, policies, and procedures. For the avoidance
of doubt, this Agreement will continue until the date the City has paid all Grants
due to Company hereunder; and this provision shall not be interpreted to nullify the
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City's obligation to pay Grants due and owing hereunder. Further, in the event that
the City does not appropriate funds for a Grant payable pursuant to the terms of
this Agreement, Company shall have the right to pursue all available rights and
remedies under the law or in equity.
7. Default, Termination, and Failure by Company to Meet Company Obligations and
Commitments Save and Except SBF Construction Commitment, Employment/Salary
Commitments and the Required Improvements for the Phase 2 Protect.
a. Failure of Company to Meet Phase 1 Project Required Improvements.
Notwithstanding anything to the contrary herein, the City will have the right, as its sole
remedy, to terminate this Agreement after provision of written notice to Company and an
opportunity to cure as provided herein, without further obligation to Company hereunder,
if Company fails to timely meet the Phase 1 Project RPI and/ or Phase 1 Project TBPP set
forth in Section 4. Upon written notice, Company will have ninety (90) days to cure, or
otherwise remedy the default, as applicable, or the City will have the right to terminate this
Agreement. For the avoidance of doubt, failure of Company to timely meet the Phase 2
Project RPI or the Phase 2 Project TBPP shall not be a default hereunder; however, the
percentage for the Grants will remain at the Benchmark I Percentage as discussed in
Section 6 herein.
b. Failure to Use Project Site for Its Intended Use. If Company timely
completes or causes the timely completion of the Phase 1 Total Commitments, but
subsequently the Company uses all of the Project Site for a use other than the Intended
Use, then Company will be in default under this Agreement and the City will have the right
to terminate this Agreement following provision of notice in accordance with Section 11
and opportunity to cure in accordance with Section 7.d. of this Agreement. For the
avoidance of doubt, Company shall only be considered in default if the entirety of the
Property is used for a use other than the Intended Use and shall not be in default if only
part of the Property is used for a use other than the Intended Use.
c. Failure to Submit Reports. If Company fails to submit any report required
by and in accordance with this Agreement, the City's obligation to pay any Grants at the
time, if any, will be suspended until Company has provided all required reports; provided,
however, that if any report required hereunder is delinquent by more than one (1) year,
following provision of notice in accordance with Section 11 and opportunity to cure in
accordance with Section 7.d., then the City may reduce the Grant Period by a year. The
suspension of Grant payments and reduction of the Grant Period shall be the sole
remedies in the event of the Company's failure to submit any report required hereunder.
d. General Breach. Unless stated elsewhere in this Agreement, a party will be
in default under this Agreement if such party breaches any material term or condition of
this Agreement and such breach is not cured within the notice and cure period described
in this section. In the event that such breach remains uncured after sixty (60) calendar
days following receipt of written notice from the non -defaulting party referencing this
Agreement and identifying the default and curative action required to cure the same (or, if
the party in breach has diligently and continuously attempted to cure following receipt of
such written notice but reasonably requires more than sixty (60) 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 immediately by providing written notice to the other
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party. Notwithstanding the foregoing, the aforementioned cure period shall not be
applicable to the City's obligation to pay a Grant due and owing hereunder. In the event
of City's default that is not cured within any applicable cure period, Company may
terminate this Agreement or seek any other remedy allowable at law or in equity.
e. Waiver of Abatement Percentage Reduction for Failure to Meet SBF
Construction Commitment. If the Company does not meet the SBF Construction
Commitment or cause such commitment to be met, such event will not constitute an event
of default hereunder or provide the City with the right to terminate this Agreement, but,
rather, will only cause the Benchmark I Percentage or Benchmark II Percentage, as
applicable, used to calculate the Grants available pursuant to this Agreement to be
reduced in accordance with Section 6.b.i or Section 6.c.i herein, respectively, as
applicable. Notwithstanding the foregoing or anything to the contrary in this Agreement,
the Director may, in his/her sole discretion, waive the aforementioned reduction that would
otherwise result from the Company's noncompliance with the SBF Construction
Commitment, if the Company demonstrates to the Director's satisfaction, through
documentation sufficient to the Director, that despite the Company's Best Efforts (defined
below) it was unable to comply with the SBF Construction Commitment.
i. Best Efforts Standard. For purposes of this Section 7.e., "Best
Efforts" means diligent, proactive, and sustained efforts by the Company or its
contractor, consistent with a prudent developer or contractor in similar
circumstances and of similar size and resources, to achieve the SBF Construction
Commitment. In addition to the delivery of a plan to utilize SBFs as provided for
under Section 4.g.i., a demonstration of Best Efforts by Company or its contractor
shall include documentation demonstrating: (a) early planning and outreach
through the timely identification of SBF participation opportunities; (b) reasonable
outreach to SBFs; (c) advertising of subcontract opportunities through customary
industry channels and/or any City -designated platforms; (d) direct solicitation of
qualified SBFs; and (e) ongoing efforts throughout the applicable construction
phase(s) to identify additional or replacement SBF opportunities if initial efforts do
not achieve the SBF Construction Commitment.
ii. Waiver Request Procedure. To request a waiver under this section,
the Company shall comply with the following:
1. Company must submit a written waiver request to the City at least
thirty (30) days prior to the submission of the Phase 1 Project Final
RPI Report.
2. Company must deliver the waiver request, together with all
supporting documentation to the Director at the address and in the
manner specified in the Notice provision of this Agreement.
3. Any waiver request must include: (a) a summary narrative of efforts
undertaken; (b) identification of the shortfall relative to the SBF
Construction Commitment; (c) an explanation of the specific
impediments encountered; and (d) a statement of any partial SBF
participation achieved.
iii. City Review and Determination. The Director will provide a written
determination within forty-five (45) days after receiving a compliant waiver request.
In determining whether to grant a waiver, the Director will consider whether the
Company's actions meet the Best Efforts standard and any constraints or market
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conditions. Subject to Director's review and determination as described above, the
Director may: (a) grant the waiver in whole or in part, including a proportional
reduction of the applicable ten percent (10%) penalty; or (b) deny the waiver. The
Director's determination shall be final under this Agreement, subject to any dispute
resolution procedures expressly provided herein or to any amendment to this
Agreement approved by both parties. The Director may condition any waiver on
reasonable remedial measures, including implementation of an SBF participation
improvement plan for future phases of the Project, if any, provided such conditions
are consistent with applicable law, policies, regulations, and this Agreement.
iv. Reservation of Rights. Nothing in this section obligates the Director
to grant a waiver.
Knowing Employment of Undocumented Workers.
i. Company acknowledges that the City is required to comply with
Chapter 2264, Texas Government Code, which relates to restrictions on the use
of certain public subsidies. Company hereby certifies that Company, and any
branches, divisions, or departments of Company, does not and will not
knowingly employ an undocumented worker, as that term is defined by
Section 2264.001(4) of the Texas Government Code. In the event that
Company, or any branch, division, or department of Company, is convicted
of a violation under 8 U.S.C. Section 1324a(f) (relating to federal criminal
penalties and injunctions for a pattern or practice of employing unauthorized
aliens):
if such conviction occurs during the Term of this Agreement,
this Agreement will terminate contemporaneously upon such
conviction (subject to any appellate rights that may lawfully be
available to and exercised by Company), and Company must
repay, within one hundred twenty (120) calendar days
following receipt of written demand from the City, the
aggregate amount of the Grants received by Company
hereunder, if any, plus Simple Interest at a rate of four percent
(4%) per annum; or
2. if such conviction occurs after expiration or termination of this
Agreement based on conduct that occurred during the Term of
this Agreement, subject to any appellate rights that may
lawfully be available to and exercised by Company, Company
must repay, within one hundred twenty (120) calendar days
following receipt of written demand from the City, the
aggregate amount of the Grants received by Company
hereunder, if any, plus Simple Interest at a rate of four percent
(4%) per annum.
ii. 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 Grants paid hereunder. This rate of interest can be applied each year but will
only apply to the aggregate amount of Grants paid hereunder and is not applied to
interest calculated. For example, if the aggregate amount of the Grants paid
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hereunder is $10,000 and such amount is required to be paid back with four
percent (4%) interest five years later, the total amount would be $10,000 + [5 x
($10,000 x 0.04)], which is $12,000. This section does not apply to convictions of
any subsidiary or affiliate entity of Company, by any franchisees of Company, or
by a person or entity with whom Company contracts. Notwithstanding anything to
the contrary herein, this section will survive the expiration or termination of this
Agreement.
8. Performance by Affiliates. Performance by Affiliates. The City will accept
performance of any obligations of Company set forth in this Agreement by an Affiliate, as well,
with the understanding that Company (unless it formally assigns this Agreement to an Affiliate) (i)
is not released whatsoever from any of its obligations, responsibilities, or liability under this
Agreement, (ii) shall remain responsible for any Affiliates in the performance of any of the
commitments or obligations set forth in this Agreement, and (iii) will be responsible for preparing
and providing all reports required hereunder, including the assembly of and access by the City to
any data or information of an Affiliate that is reflected in any such report.
9. Independent Contractor. It is expressly understood and agreed that Company will
operate as an independent contractor in each and every respect hereunder and not as an agent,
representative or employee of the City. Company will have the exclusive right to control all details
and day-to-day operations relative to the Project and the Project Site and any improvements
thereon and will be solely responsible for the acts and omissions of its officers, agents, servants,
employees, contractors, subcontractors, licensees and invitees. Company acknowledges that the
doctrine of respondeat superior will not apply as between the City and Company, its officers,
agents, servants, employees, contractors, subcontractors, licensees, and invitees. Company
further agrees that nothing in this Agreement will be construed as the creation of a partnership or
joint enterprise between the City and Company.
10. INDEMNIFICATION. COMPANY, AT NO COST TO THE CITY, AGREES TO
DEFEND, INDEMNIFY, AND HOLD THE CITY, ITS OFFICERS, AGENTS, SERVANTS,
REPRESENTATIVES, AND EMPLOYEES, HARMLESS AGAINST ANY AND ALL CLAIMS,
LAWSUITS, ACTIONS, COSTS AND EXPENSES OF ANY KIND, 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, BUT NOT LIMITED TO, DEATH, THAT MAY RELATE
TO, ARISE OUT OF OR BE OCCASIONED BY (i) COMPANY'S BREACH OF ANY OF THE
TERMS OR PROVISIONS OF THIS AGREEMENT OR (ii) ANY NEGLIGENT ACT OR
OMISSION OR INTENTIONAL MISCONDUCT OF COMPANY, ITS OFFICERS, AGENTS,
ASSOCIATES, EMPLOYEES, CONTRACTORS (OTHER THAN THE CITY OR ANY CITY
PARTIES) OR SUBCONTRACTORS, RELATED TO THE PROJECT SITE, OR ANY
IMPROVEMENTS THEREON, INCLUDING THE REQUIRED IMPROVEMENTS, OR ANY
OTHER NEGLIGENT ACT OR OMISSION OF THE COMPANY THAT IS RELATED TO THE
PERFORMANCE OF THIS AGREEMENT. THE COMPANY HAS NO INDEMNIFICATION
OBLIGATION BEYOND THAT WHICH IS SET FORTH IN CATEGORIES (i) AND (ii) ABOVE.
BY WAY OF EXAMPLE, THE COMPANY HAS NO DUTY TO INDEMNIFY THE CITY, ITS
OFFICERS, AGENTS, SERVANTS, REPRESENTATIVES OR EMPLOYEES FOR ANY
NEGLIGENT ACT OR OMISSION OR INTENTIONAL MISCONDUCT OF THE CITY, ITS
OFFICERS, AGENTS, SERVANTS, REPRESENTATIVES, OR EMPLOYEES ("CITY
PARTIES").
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11. Notices. All notices called for or required by this Agreement must be in writing and
shall be delivered (i) by electronic mail with a confirming copy being forwarded by a reliable
overnight courier service within 24 hours thereafter to the recipient at the mailing address set forth
below; (ii) personally, with acknowledgment of receipt being obtained by the delivering party, (iii)
by U.S. Certified Mail, return receipt requested; or (iv) by overnight delivery service by a reliable
company, such as Federal Express or United Parcel Service, with acknowledgement of receipt
being obtained by the delivering party; provided that, any notice delivered to Company in the
manner described in items (ii), (iii), or (iv) shall also be sent by electronic mail addressed as
provided herein. Notice given in the manner described in (ii), (iii) or (iv) shall be deemed given
when received. Notice given in the manner described in (i) shall be deemed given on the day
delivered if delivered by 5:00 pm Central Time on a Business Day, otherwise notice shall be
deemed given on the next Business Day. Until further notification by written notice in the manner
required by this Section 11, notices to the parties shall be addressed to the following:
City:
City of Fort Worth
Attn: City Manager
100 Fort Worth Trail
Fort Worth, Texas 76102
E-mail: jessica.rogers@fortworthtexas.gov
with copies to:
Company:
ACS DC Hicks Field Road, LLC
c/o ACS Infrastructure Development, Inc.
One Alhambra Plaza, Suite 1200
Coral Gables, FL 33134
USNotices@acsinfra.com
Attention: General Counsel
with copies to:
the City Attorney AND the City's Winstead PC
Economic Development Director Attn: Laura Hoffmann
at the same address 2728 N. Harwood St., Suite 500
E-mail: michael.doss@fortworthtexas.gov; Dallas, Texas 75201
Jessica.rogers@fortworthtexas.gov Ioffmann@winstead.com
12. Assignment and Successor. Company may, at any time, assign, transfer or
otherwise convey any of its rights or obligations under this Agreement, in whole or in part, to one
or more Affiliates without the approval of the City, provided Company and such Affiliate(s) first
execute an assignment and assumption agreement under which such assignee agrees to assume
and be bound by the covenants and obligations of Company under the Agreement, to the extent
of any rights and obligations so assigned ("Affiliate Assignment Agreement"). Any Affiliate
Assignment Agreement is subject to the approval by the City Manager or his/her designee, which
approval shall not be unreasonably withheld, conditioned or delayed and shall be limited to
confirming Affiliate status and the assumption of obligations under this Agreement to the extent
assigned. Otherwise, Company may assign, transfer or otherwise convey any of its rights or
obligations under the Agreement, in whole or in part, to any other person, entity or entities only
with the prior consent of the City Council, which consent will not be unreasonably withheld,
conditioned or delayed, provided, however, that such consent shall be 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 to the extent of any rights or obligations so assigned and (ii) prior execution by the
proposed assignee or successor of a written agreement with the City under which the proposed
assignee or successor agrees to assume and be bound by all covenants and obligations of
Company under this Agreement to the extent of any rights or obligations so assigned. Except for
assignment to one or more Affiliates as provided above, any attempted assignment without the
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City Council's prior consent will constitute grounds for termination of this Agreement on or after
thirty (30) calendar days of receipt of written notice from City to Company. Any lawful assignee or
successor in interest of Company of all rights under this Agreement will be deemed "Company"
for all purposes under this Agreement.
13. Force Majeure Defined. Neither party shall be responsible for delay of the final
completion date or nonperformance of its contractual obligations due to Force Majeure. Force
Majeure shall be any event beyond the reasonable control of a party or its suppliers, contractors
and/or subcontractors and shall include without limitation: (1) acts of God; (2) acts of a public
enemy; (3) war, acts of terror and warlike events; (4) catastrophic weather conditions such as
hurricanes, tornadoes and typhoons; (5) fire, earthquakes, floods, epidemics, pandemics, any
governmental orders, actions, shut -downs, mandates, restrictions or quarantines, or any quasi -
governmental orders, actions, shut -downs, mandates, restrictions or quarantines resulting from
any epidemics or pandemics, and any public health emergencies, whether declared by local, state
or federal governmental authorities or agencies; (6) strikes, lockouts, work stoppage or slowdown
or other labor disputes or material shortages; (7) sabotage, riot and embargoes, (8) utility delays
or interruptions; (9) any emergency event that threatens imminent harm to property or injury to
persons; (10) any force majeure event or excusable delay under the general contractor's
construction contract; (11) discovery or remediation of an environmental issue on the Project Site;
(12) inability or delay in obtaining any easements needed for construction or bringing power or a
substation to the Project Site; and (13) other unforeseen and extraordinary events, which in every
case are beyond the reasonable control and without the fault of the party affected or its suppliers
or subcontractors ("Force Majeure"). For an event to qualify for Force Majeure relief hereunder:
(1) the event must be beyond the control and without fault or negligence of a party or its
subcontractors hereunder; (2) the resulting delay cannot be circumvented by reasonable efforts
to mitigate such delays; and (3) the party whose performance is delayed due to a Force Majeure
event shall provide the other party with written notice thereof as soon as possible but in no event
later than thirty (30) days after such party's performance is impacted by such an event. Failure to
provide written notice is a waiver of the Force Majeure event. Notwithstanding anything to the
foregoing: (i) inability to pay any invoice when due hereunder shall not qualify for Force Majeure
relief hereunder (except where such circumstance is itself caused by a Force Majeure event); (ii)
payment of any Grant due and owing hereunder shall not be subject to Force Majeure; and (iii)
any failure by a subcontractor to meet its obligations shall not constitute a Force Majeure event
(except where such circumstance is itself caused by a Force Majeure event), and shall not relieve
Company from meeting any of its obligations under this Agreement. The party affected by a Force
Majeure event shall use reasonable efforts to minimize the effect of any Force Majeure event. In
the event Company claims a Force Majeure event, Company's written notice called for above
shall include a detailed description of the portion of the work known to be affected by such delay,
as well as a proposed work -around plan reasonably satisfactory to City. The work -around plan
shall: (1) set forth Company's reasonable efforts to mitigate the effect of any such Force Majeure
event and include a schedule for such mitigation and (2) contain sufficient detail for City to be
able to evaluate such plan. In the event of a Force Majeure event, the final completion date shall
be extended for such period as is supported by the evidence provided. Any adjustment of time
appropriate under this provision shall be formalized promptly by the execution of a mutually
acceptable amendment to this Agreement, which may be executed by the City Manager or his/her
designee. City acknowledges that following the end of an excusable delay event, Company shall
resume full performance as soon as commercially practicable after the end of an excusable delay
event, and the final completion date shall be deemed modified to reflect such recommencement
of performance.
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14. Estoppel Certificate. Upon written request by Company to the City, as reasonably
necessary to Company, the City will provide Company with a certificate stating, as of the date of
the certificate, (i) whether this Agreement is in full force and effect and, if Company is in breach
of this Agreement, the nature of the breach; (ii) a statement as to whether this Agreement has
been amended and, if so, the identity of each amendment; and (iii) any other factual matters
reasonably requested that relate to this Agreement.
15. Compliance with Laws, Ordinances, Rules, and Regulations. This Agreement will
be subject to all applicable federal, state and local laws, ordinances, rules and regulations,
including, but not limited to, all provisions of the City's Charter and ordinances, as amended.
16. Confidentiality. Company may designate any trade secrets or confidential business
information included in any report or other writing delivered to City pursuant to or in connection
with this Agreement by any method intended to clearly set apart the specific material that
Company claims to be either its trade secrets or confidential business information that, if released,
would give an advantage to competitors or result in unfair competitive injury to Company (such
information, whether specifically designated by Company or not, collectively, "Confidential
Business Information"). Unless or until the Texas Attorney General renders a final decision
indicating that all or part of the information must be disclosed, City shall redact or delete any
Confidential Business Information from any records it makes available for inspection or of which
it provides copies. Within two (2) Business Days following City's receipt of any request to inspect
or obtain copies of public records relating to this Agreement or the Project, City shall provide
written notice of the same to Company, which notice shall include a copy of such request. Such
notice shall also include instructions and deadline(s) for Company to make its argument of
confidentiality to the Texas Attorney General. City shall not allow inspection or provide copies of
any such requested records until Company shall have had not less than 10 Business Days
(following and excluding the day on which Company receives such notice) to determine whether
to contest the right of any party to inspect or receive copies of such records. Any action to enjoin
the release of Confidential Business Information may be brought to the Texas Attorney General
in the name of Company or City. If such an action is brought, City shall not allow inspection or
provide copies of any Confidential Business Information unless and until the Texas Attorney
General renders a final decision indicating that all or part of the information must be disclosed
(pursuant to the processes outlined in the TPIA). The costs, damages, if any, and attorneys' fees
in any proceeding commenced by Company or at its request by City to prevent or enjoin the
release of Confidential Business Information in any public records relating to this Agreement or
the Project shall be borne by Company.
17. 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, except as
expressly stated herein. The parties are entering into this Agreement in reliance upon its
enforceability. Consequently, the City unconditionally and irrevocably waives all claims of
sovereign and governmental immunity which it may have (including, but not limited to, immunity
from suit and immunity to liability), if any, to the extent, but only to the extent, that a waiver is
necessary to enforce specific performance of this Agreement (including all of the remedies
provided under this Agreement) and to give full effect to the intent of the parties under this
Agreement. Notwithstanding the foregoing, the waiver contained herein shall not waive any
immunities that the City may have with respect to claims of injury to persons or property, which
claims shall be subject to all of their respective immunities and to the provisions of the Texas Tort
Claims Act. Further, the waiver of immunity herein is not enforceable by any party not a party to
this Agreement.
ECONOMIC DEVELOPMENT PROGRAM AGREEMENT (ACS DC Hicks Field Road, LLC) Page 24 of 38
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18. 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.
19. Venue and Choice of Law. If any action, whether real or asserted, at law or in
equity, arises on the basis of any provision of this Agreement, venue for such action will lie in
state courts located in Tarrant County, Texas or the United States District Court for the Northern
District of Texas — Fort Worth Division. This Agreement will be construed in accordance with the
laws of the State of Texas.
20. No Third -Party Rights. The provisions and conditions of this Agreement are solely
for the benefit of the City and Company, and any lawful assign or successor of Company, and are
not intended to create any rights, contractual or otherwise, to any other person or entity.
21. Interpretation. In the event of any dispute over the meaning or application of any
provision of this Agreement, this Agreement must be interpreted fairly and reasonably, and
neither more strongly for or against any party, regardless of the actual drafter of this Agreement.
22. Captions. Captions and headings used in this Agreement are for reference
purposes only and will not be deemed a part of this Agreement.
23. 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. If any law is enacted after the Effective Date that prohibits either
party from materially performing its duties and obligations under this Agreement, the parties agree
to meet and confer in good faith for a period of no less than thirty (30) and no more than ninety
(90) days to seek to effectuate an amendment to this Agreement that preserves, to the extent
reasonably possible, the original intentions of the parties under this Agreement, with the
understanding that this Agreement cannot be amended without the approval of the City Council,
as specified in Section 24.
24. Entirety of Agreement. This Agreement, including any exhibits attached hereto and
any documents incorporated herein by reference, contains the entire understanding and
agreement between the City and Company, and any lawful assignee and successor of Company,
as to the matters contained herein. Any prior or contemporaneous oral or written agreement is
hereby declared null and void to the extent in conflict with any provision of this Agreement.
Notwithstanding anything to the contrary herein, this Agreement may not be amended unless
executed in writing by both parties and approved by the City Council of the City in an open meeting
held in accordance with Chapter 551 of the Texas Government Code.
25. 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.
26. Electronic Signatures. This Agreement may be executed by electronic signature,
which will be considered as an original signature for all purposes and have the same force and
effect as an original signature. For these purposes, "electronic signature" means electronically
scanned and transmitted versions (e.g. via pdf file or facsimile transmission) of an original
signature, or signatures electronically inserted via software such as Adobe Sign.
ECONOMIC DEVELOPMENT PROGRAM AGREEMENT (ACS DC Hicks Field Road, LLC) Page 25 of 38
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27. Authority to Execute Agreement. The City Council of the City, after conducting a
duly -noticed public meeting, adopted Mayor and Council Communication No. 25-0301 on April 8,
2025, effective immediately upon adoption, which Mayor and Council Communication (i)
confirmed the City Council's approval of this Agreement and the City Council's finding that the
provisions of this Agreement are consistent with Applicable City Rules and (ii) authorized the
execution of this Agreement by the signatory below. 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.
28. Effect on Other Vested Rights. This Agreement does not abrogate any rights
established or preserved by any applicable law in connection with the Project or any portion
thereof, or that have vested or may vest pursuant to common law or otherwise. Developer does
not waive any of Developer's rights including any vested rights for the Project or portion thereof
that have already accrued or may accrue in the future under Chapter 245 of the Texas Local
Government Code or any other state law.
29. Exhibits to Agreements. The following are the exhibits to the Agreement and are
incorporated herein:
A. Exhibit "A" — Legal Description of Project Site;
B. Exhibit "B" — 9.75 Acre Tract;
B. Exhibit "C" — Quarterly Construction Report;
C. Exhibit "D" — Final Report — Taxable Business Personal Property; and
D. Exhibit "E" — Annual Employment and Salary Report.
----- This space left blank intentionally. -----
----- Signature pages follow. -----
ECONOMIC DEVELOPMENT PROGRAM AGREEMENT (ACS DC Hicks Field Road, LLC) Page 26 of 38
(City 260518)
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EXECUTED as of the last date indicated below.
CITY
City of Fort Worth,
a Texas home -rule municipal corporation
frba u
kd off
51d 6 (Sep ,
By: Dana Burghdoff
Printed Name
Assistant City Manager
Title
16
Signed on the day of
September
, 2026.
FOR CITY OF FORT WORTH INTERNAL PROCESSES:
Approval Recommended:
By:
Name
Title:
Jess�ogers (Sep 15, 2026 13:25:53 CDT)
Jessica Rogers
Director, Econ. Development
Approved as to Form and Legality
Michael Doss (Sep 15, 2026 13:29:15 CDT)
By:
Name: Michael Doss
Title: Sr. Assistant City Attorney
Contract Authorization:
M&C:
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.
Cherie Gordon (Sep 15, 2026 09:30:58 CDT)
By:
Name: erle or on
Title:Economic Development Coordinator
City Secretary:
By:
Name
Title:
Jannette Goodall
City Secretary
abp at HOgo
�Oq
44
do�'4X3d db
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
ECONOMIC DEVELOPMENT PROGRAM AGREEMENT (ACS DC Hicks Field Road, LLC) Page 27 of 38
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Docusign Envelope ID: EB8E29B8-BCE0-85DB-81DF-256F9BC4C3C6
COMPANY
ACS DC Hicks Field Road, LLC,
a Delaware limited liability company
Signed by:
?�t�17C46F...
By:
Howard Boville
Printed Name
Authorized Representative
Title
Signed on the 9th day of September , 2026.
ECONOMIC DEVELOPMENT PROGRAM AGREEMENT (ACS DC Hicks Field Road, LLC) Page 28 of 38
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EXHIBIT A
LEGAL DESCRIPTION OF THE PROJECT SITE
TRACT 1
Being a lot, tract or parcel of land situated in the Benjamin Thomas Survey, Abstract No.
1497, City of Fort Worth, Tarrant County, Texas, and being a portion of a tract of land
conveyed to CJC Keyes Texas, LLC, by deed recorded in Instrument No. D209109964,
Official Public Records, Tarrant County, Texas, and being more particularly described by
metes and bounds as follows:
BEGINNING at a 5/8 inch iron rod found for corner, said corner being the Northeast corner
of that tract of land conveyed to ISF Hicks Field Road LLC, by deed recorded in Instrument
No. D222214367, Official Public Records, Tarrant County, Texas, said corner being along
the West line of that tract of land conveyed to Retreat at Fossil Creek, LTD., by deed
recorded in Instrument No. D221035680, Official Public Records, Tarrant County, Texas;
THENCE North 77 degrees 01 minute 28 seconds West, along the North line of said ISF
Hicks Field Road LLC tract, a distance of 264.10 feet to a Mag nail found in concrete for
corner;
THENCE North 59 degrees 57 minutes 38 seconds West, along the North line of said ISF
Hicks Field Road LLC tract, a distance of 255.94 feet to a 5/8 inch iron rod found for corner,
said corner being the Southeast corner of Lot 1, Block 1 of Saginaw Compressor Site, an
addition to the City of Fort Worth, Tarrant County, Texas, according to the plat thereof
recorded in Instrument No. D20913109, Plat Records, Tarrant County, Texas;
THENCE North 00 degrees 22 minutes 01 second West, along the East line of said Saginaw
Compressor Site, a distance of 819.75 feet to a 3 inch metal post found for corner;
THENCE South 85 degrees 41 minutes 22 seconds East, a distance of 453.79 feet to a 5/8
inch iron rod found with yellow plastic cap stamped "LJA" for corner, said corner being
along the West line of said Retreat at Fossil Creek, LTD. tract;
THENCE South 01 degree 41 minutes 46 seconds East, along the West line of said Retreat
at Fossil Creek, LTD. tract, a distance of 556.69 feet to a 1 inch iron pipe found for corner;
THENCE South 02 degrees 05 minutes 14 seconds East, along the West line of said Retreat
at Fossil Creek, LTD. tract, a distance of 416.88 feet to the POINT OF BEGINNING and
containing 424,542 square feet or 9.75 acres of land.
TRACT 2
BEING Lot 1 R, Block 1 of SAGINAW COMPRESSOR SITE, an Addition to the City of Fort Worth,
Tarrant County, Texas, accordingto the plat thereof recorded in Instrument No. D224163154,
Plat/Map Records, Tarrant County, Texas.
EXHIBIT A, PROJECT SITE LEGAL DESCRIPTION Page 29 of 38
4938-0236-4246v.29 71034-1 8/26/2026
TRACT 3
BEING A 76.97 ACRE TRACT OF LAND OUT OFTHE BENJAMIN THOMAS SURVEY, ABSTRACT
NO.1497 TARRANT COUNTY, TEXAS AND BEING THE REMAINDER OF THE ISF HICKS FIELD
ROAD LLC CALLED 77.72 ACRE TRACT AS DESCRIBED IN DEED RECORDED IN DOCUMENT
NUMBER D222214367 OF THE DEED RECORDS OF TARRANT COUNTY, TEXAS (D.R.T.C.T.)
AND BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS:
BEGINNING AT A 5/8" IRON ROD WITH CAP STAMPED "DUNAWAY ASSOC LP" FOUND AT
THE SOUTHWEST CORNER OF SAID 77.72 ACRE TRACT SAME BEING THE NORTHWEST
CORNER OF THE TEXAS ELECTRIC SERVICE COMPANY, CALLED 6-851/1000 ACRE TRACT
AS DESCRIBED IN DEED RECORDED IN DOCUMENT NO. D180327434 (D.R.T.C.T.), AND
BEING IN THE EAST LINE OF THE COWBOY DTR, LLC, CALLED 2.201 ACRE TRACT AS
DESCRIBED IN DEED RECORDED IN COUNTY DOCUMENT NO. D219143672 (D.R.T.C.T.);
THENCE NORTH 07 DEGREES 02 MINUTES 06 SECONDS WEST A DISTANCE OF 94.67 FEET
TO 5/8" IRON ROD WITH YELLOW CAP STAMPED "LJA SURVEYING" FOUND AT THE
SOUTHWEST CORNER OF THE COWBOY DTR LLC, CALLED: 0.718 ACRE TRACT AS
DESCRIBED IN DEED RECORDED IN COUNTY DOCUMENT NO. D222205739 (O.P.R.T.C.T.)
AND BEING IN THE EAST LINE OF SAID 2.501 ACRE TRACT AND THE COMMON WEST LINE
OF SAID 77.72 ACRE TRACT;
THENCE LEAVING SAID COMMON LINE AND GOING OVER AND ACROSS SAID 77.72 ACRE
TRACTTHE FOLLOWING THREE (3) COURSES AND DISTANCES:
1. NORTH 82 DEGREES 58 MINUTES 59 SECONDS EAST A DISTANCE OF 84.77 FEET TO A
5/8" IRON ROD WITH YELLOW CAP STAMPED "LJA SURVEYING" FOUNDATTHE SOUTHEAST
CORNER OF SAID 0.718 ACRE TRACT;
2. NORTH 07 DEGREES 02 MINUTES 34 SECONDS WEST A DISTANCE OF 368.89 FEET TO A
5/8" IRON ROD WITH YELLOW CAP STAMPED "LJA SURVEYING" FOUND AT THE
NORTHEAST CORNER OF SAID 0.718 ACRE TRACT;
3. SOUTH 82 DEGREES 58 MINUTES 41 SECONDS WEST A DISTANCE OF 84.72 FEET TO A
5/8" IRON ROD WITH YELLOW CAP STAMPED "LJA SURVEYING" FOUND AT THE
NORTHWEST CORNER OF SAID 0.718 ACRE TRACT AND BEING IN THE EAST LINE OF SAID
2.501 ACRE TRACT AND THE COMMON WEST LINE OF SAID 77.72 ACRE TRACT;
THENCE NORTH 07 DEGREES 02 MINUTES 06 SECONDS WEST AT A DISTANCE OF 59.97
FEET PASS A 5/8" IRON ROD FOUND 0.27 FEET TO THE LEFT THE NORTHEAST CORNER OF
SAID 2.501 ACRE TRACT SAME BEING THE SOUTHEAST CORNER OF LOT 1, BLOCK1 OFTHE
EL [AGO ADDITION AS DESCRIBED IN PLAT RECORDED IN DOCUMENT NUMBER
D222204710 PLAT RECORDS TARRANT COUNTY, TEXAS AT A DISTANCE OF 363.86 FEET
PASS A 5/8" IRON ROD FOUND 0.41 FEET LEFT OF THE NORTHEAST CORNER OF SAID LOT
1, BLOCK 1 AND THE SOUTHMOST SOUTHEAST CORNER OF THE RODOLFO PEDROZA
EXHIBIT A, PROJECT SITE LEGAL DESCRIPTION Page 30 of 38
4938-0236-4246v.29 71034-1 8/26/2026
CALLED 2.395 ACRE TRACT AS DESCRIBED IN DEED RECORDED IN DOCUMENT NUMBER
D207069709 (D.R.T.C.T.) CONTINUING FOR A TOTAL DISTANCE OF 370.34 FEET TO 5/8"
IRON ROD WITH YELLOW CAP STAMPED "W. HANDCOCK 1326" FOR THE NORTHWEST
CORNER OF SAID 77.72 ACRE TRACT AND BEING AT AN ELL CORNER OF SAID 2.395 ACRE
TRACT;
THENCE NORTH 77 DEGREES 30 MINUTES 22 SECONDS EAST ALONG THE NORTHERLY
LINE OF SAID 77.72 ACRE TRACT, AT A DISTANCE OF 117.59 FEET PASS THE EASTMOST
SOUTHEAST CORNER OF SAID 2.395 ACRE TRACT AND THE COMMON SOUTHMOST
SOUTHWEST CORNER OF LOT 1, BLOCK 1 OF THE SAGINAW COMPRESSOR SITE AS
RECORDED IN DOCUMENT NUMBER D209103109 (P.R.T.C.T.), FROM WHICH A 1/2" IRON
ROD FOUND WITH CAP STAMPED "STANGER" BEARS NORTH 12 DEGREES 29 MINUTES 38
SECONDS WEST A DISTANCE OF 1.65 FEET AND CONTINUING ALONG THE NORTHERLY
LINE OF SAID 77.72 ACRE TRACTATOTAL DISTANCE OF 2111.74 FEETTO A 7/8" IRON ROD
FOUND ATA COMMON ANGLE POINT IN THE NORTH LINE OF SAID 77.72 ACRE TRACT AND
THE SOUTH LINE OF SAID SAGINAW COMPRESSOR SITE;
THENCE SOUTH 63 DEGREES 32 MINUTES 15 SECONDS EAST A DISTANCE OF 837.63 FEET
TO A PK NAIL FOUND AT THE COMMON ANGLE POINT IN THE NORTH LINE OF SAID 77.72
ACRE TRACT AND THE SOUTH LINE OF SAID SAGINAW COMPRESSOR SITE;
THENCE SOUTH 59 DEGREES 59 MINUTES 39 SECONDS EAST AT A DISTANCE OF 266.99
FEET PASS A 5/8" IRON ROD FOUND AT THE SOUTHEAST CORNER OF SAID SAGINAW
COMPRESSOR SITE AND THE SOUTHMOST SOUTHWEST CORNER THE CJC KEYES TEXAS,
L.L.C., CALLED 47-924/1000 ACRE TRACT AS DESCRIBED IN DEED RECORDED IN
DOCUMENT NUMBER D209109964 (D.R.T.C.T.), CONTINUING ALONG THE NORTH LINE OF
SAID 77.72 TRACT AND THE SOUTHERLY LINE OF SAID 7-924/1000 ACRE TRACT, IN ALL, A
TOTAL DISTANCE OF 522.83 FEET TO A 60D NAIL FOUND ATA COMMON ANGLE POINT;
THENCE SOUTH 76 DEGREES 58 MINUTES 00 SECONDS EAST A DISTANCE Of 264.09 FEET
TO A 5/8" IRON ROD WITH CAP STAMPED "DUNAWAY ASSOC LP" AT THE SOUTHEAST
CORNER OF SAID 47-924/1000 TRACT SAME BEING THE COMMON NORTHEAST CORNER
OF SAID 77.72 ACRE TRACT AND BEING A ANGLE POINT ON THE WEST LINE OF THE
RETREAT AT FOSSIL CREEK, LTD. CALLED 282.234 ACRE TRACT AS DESCRIBED IN DEED
RECORDED IN DOCUMENT NUMBER D221035680 (D.R.T.C.T.);
THENCE SOUTH 05 DEGREES 09 MINUTES 20 SECONDS EASTA DISTANCE OF420.44 FEET
TO A 5/8" IRON ROD FOUND WITH RED CAP STAMPED "JOM" AT THE EASTMOST
SOUTHEAST CORNER OF SAID 77.72 ACRE TRACT AND BEING THE COMMON NORTHEAST
CORNER OF THE HICKS FIELD SEWER CORPORATION CALLED 3.8064 ACRE TRACT AND
BEING AT A COMMON ANGLE POINT IN THE WEST LINE OF SAID 282.234 ACRE TRACT
FROM WHICH A 5/8" IRON ROD WITH YELLOW CAP STAMPED "DUNAWAY ASSOC. LP"
BEARS SOUTH 22 DEGREES 50 MINUTES 34 SECONDS EAST, A DISTANCE OF 170.66 FEET
AT THE SOUTHWEST CORNER OF SAID 282.234 ACRE TRACT;
EXHIBIT A, PROJECT SITE LEGAL DESCRIPTION Page 31 of 38
4938-0236-4246v.29 71034-1 8/26/2026
THENCE NORTH 89 DEGREES 44 MINUTES 24 SECONDS WESTA DISTANCE OF 368.11 FEET
TO A 5/8" IRON ROD FOUND WITH RED CAP STAMPED "JOM" AT THE NORTHWEST CORNER
OF SAID 3.8064 ACRE TRACT AND ALSO BEING A COMMON ANGLE POINT FOR SAID 77.72
ACRE TRACT;
THENCE SOUTH 47 DEGREES 02 MINUTES 41 SECONDS WEST A DISTANCE OF 235.32 FEET
TO A 5/8" IRON ROD FOUND AT A ANGLE POINT ON THE SOUTH LINE OF SAID 77.72 ACRE
TRACT SAME BEING THE COMMON NORTHEAST CORNER OF SAID 6-851/1000 ACRE
TRACT, FROM WHICH A FOUND 3/4 -INCH IRON ROD BEARS SOUTH 46 DEGREES 34
MINUTES 55 SECONDS WEST, A DISTANCE OF 185.62 FEET FOR THE SOUTHWEST CORNER
OF SAID 3.8064 ACRE TRACT;
THENCE SOUTH 89 DEGREES 48 MINUTES 31 SECONDS WEST LEAVING THE WEST LINE OF
SAID 3.8064 ACRE TRACT A DISTANCE OF 2209.68 FEET TO A 5/8" IRON ROD WITH YELLOW
CAP STAMPED "DUNAWAY ASSOC. L.P" FOUND AT A COMMON ANGLE POINT IN THE
SOUTH LINE OF SAID 77.72 ACRE TRACT AND THE NORTH LINE OF SAID 6-851/1000 ACRE
TRACT;
THENCE SOUTH 89 DEGREES 33 MINUTES 47 SECONDS WEST A DISTANCE OF 707.32 FEET
TO THE POINT OF BEGINNING AND CONTAINING 76.97 ACRES OF LAND MORE OR LESS.
EXHIBIT A, PROJECT SITE LEGAL DESCRIPTION Page 32 of 38
4938-0236-4246v.29 71034-1 8/26/2026
EXHIBIT B
9.75 Acre Tract
Being a lot, tract or parcel of land situated in the Benjamin Thomas Survey, Abstract No.
1497, City of Fort Worth, Tarrant County, Texas, and being a portion of a tract of land
conveyed to CJC Keyes Texas, LLC, by deed recorded in Instrument No. D209109964,
Official Public Records, Tarrant County, Texas, and being more particularly described by
metes and bounds as follows:
BEGINNING at a 5/8 inch iron rod found for corner, said corner being the Northeast corner
of that tract of land conveyed to ISF Hicks Field Road LLC, by deed recorded in Instrument
No. D222214367, Official Public Records, Tarrant County, Texas, said corner being along
the West line of that tract of land conveyed to Retreat at Fossil Creek, LTD., by deed
recorded in Instrument No. D221035680, Official Public Records, Tarrant County, Texas;
THENCE North 77 degrees 01 minute 28 seconds West, along the North line of said ISF
Hicks Field Road LLC tract, a distance of 264.10 feet to a Mag nail found in concrete for
corner;
THENCE North 59 degrees 57 minutes 38 seconds West, along the North line of said ISF
Hicks Field Road LLC tract, a distance of 255.94 feet to a 5/8 inch iron rod found for corner,
said corner being the Southeast corner of Lot 1, Block 1 of Saginaw Compressor Site, an
addition to the City of Fort Worth, Tarrant County, Texas, according to the plat thereof
recorded in Instrument No. D20913109, Plat Records, Tarrant County, Texas;
THENCE North 00 degrees 22 minutes 01 second West, along the East line of said Saginaw
Compressor Site, a distance of 819.75 feet to a 3 inch metal post found for corner;
THENCE South 85 degrees 41 minutes 22 seconds East, a distance of 453.79 feet to a 5/8
inch iron rod found with yellow plastic cap stamped "LJA" for corner, said corner being
along the West line of said Retreat at Fossil Creek, LTD. tract;
THENCE South 01 degree 41 minutes 46 seconds East, along the West line of said Retreat
at Fossil Creek, LTD. tract, a distance of 556.69 feet to a 1 inch iron pipe found for corner;
THENCE South 02 degrees 05 minutes 14 seconds East, along the West line of said Retreat
at Fossil Creek, LTD. tract, a distance of 416.88 feet to the POINT OF BEGINNING and
containing 424,542 square feet or 9.75 acres of land.
EXHIBIT B, 9.75 Acre Tract Page 33 of 38
4938-0236-4246v.29 71034-1 8/26/2026
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EXHIBIT C
Form of [Quarterly/ Final] Construction Report
CITY OF FORT WORTH — 380 ECONOMIC DEVELOPMENT PROGRAM AGREEMENT
Date:
Company:
Effective Date of Agreement:
Calendar Year
Reported Construction Costs for [Phase 1 Project]/
[Phase 2 Project]
Reported Construction Costs with
SBF for [Phase I Project]/ [Phase 2
Project]
Notes:
(1) Report to be accompanied by invoices and proof of payment for dollars reported necessary to properly
document the above referenced totals.
EXHIBIT C, FORM OF QUARTERLY CONSTRUCTION REPORT Page 35 of 38
4938-0236-4246v.29 71034-1 8/26/2026
EXHIBIT D
Form of [Quarterly/ Final] TBPP Report
CITY OF FORT WORTH - 380 ECONOMIC DEVELOPMENT PROGRAM AGREEMENT
Date:
Company:
Effective Date of Agreement:
Calendar
Year
Reported TBPP for [Phase 1
Project]! [Phase 2 Project]
Total $
EXHIBIT D, FORM OF FINAL TBPP REPORT Page 36 of 38
4938-0236-4246v.29 71034-1 8/26/2026
EXHIBIT E
Form of Employment and Salary Report
Date:
Company:
Effective Date of Agreement:
Report is being submitted to document the [Phase 1 Project Employment/Salary Commitments]/
[Phase 2 Project Employment/Salary Commitments]
Number
Employer
Redacted Employee
Number
(last 3 digits)
Start Date
Full -Time
(Yes/No)
Annual Salary
for Reporting
Year
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
EXHIBIT E, FORM OF EMPLOYMENT AND SALARY REPORT Page 37 of 38
4938-0236-4246v.29 71034-1 8/26/2026
37
Average annual Salary of all New Jobs reported to meet the [Phase
Project Employment Commitment] /[Phase 2 Project Employment
Commitment]: $
EXHIBIT E, FORM OF EMPLOYMENT AND SALARY REPORT Page 38 of 38
4938-0236-4246v.29 71034-1 8/26/2026
City of Fort Worth, Texas
Mayor and Council Communication
DATE: 04/08/25 M&C FILE NUMBER: M&C 25-0301
LOG NAME: 17ACS_EDPA
SUBJECT
(CD 7) Authorize Execution of an Economic Development Program Agreement with ACS DC Hicks Field Road, LLC or an Affiliate, to Provide Up
to Ten Annual Grants, Ranging from 35% and Increasing to 70% of Business Personal Property, Based on Certain Requirements, to Establish a
Data Center Campus in the City of Fort Worth and Associated Employment Commitments
RECOMMENDATION:
It is recommended that the City Council authorize execution of an Economic Development Program Agreement with ACS DC Hicks Field Road,
LLC or an Affiliate, to provide up to ten annual grants, ranging from 35% and increasing to 70% of Business Personal Property, based on certain
requirements, to establish a Data Center Campus in the City of Fort Worth and associated employment commitments.
DISCUSSION:
ACS is a global leader in infrastructure development and Global Fortune 500 company headquartered in Madrid, Spain, with operations in over 25
countries, and revenue over $35 billion in US dollars annually. Affiliates include Turner Construction, a top contractor in the U.S., and ACS DC
Hicks Field Road, LLC (Company). Top clients for data centers in the last five years include Meta, Microsoft, Google, Apple & AWS.
The company will establish a Data Center Campus in the City of Fort Worth, after a competitive process with alternative sites. The project site will
be located at a 107 acre greenfield site near Hicks Field Road (Project Site). Address references in this site include 10059 Hicks Field Road,
10197 Hicks Field Road, and 9401 Wagley Robertson Road.
In order to facilitate the establishment of a Data Center Campus, and related investment in equipment and Business Personal Property (BPP), the
City proposes to enter into an Economic Development Program Agreement (Agreement) to provide up to ten annual grants as authorized by
the Chapter 380, Texas Local Government Code, and as authorized under the City's General Chapter 380 Policy relating to incentives for Mega
Projects in section 3.4.
Company's commitments under the proposed Agreement include the following:
Minimums to be completed in order to qualify for the first grant:
• Company must expend or cause to be expended a minimum of $240.8 million for construction and real property improvements by December
31, 2031
• Company must expend or cause to be expended 15% of all hard construction costs for the Project Site with contractors or suppliers of goods
or services that are Business Equity Firms as defined in Chapter 20, Article X of the City Code. Failure to meet this commitment will not
constitute a default, but the value of grant will be reduced by 10%
• Company must locate or cause to be located taxable BPP that is new to the City on the Project Site having a minimum taxable appraised
value upon assessment of $842 million on or before January 1, 2032
• Company must provide a minimum of 28 full-time jobs by December 31, 2031
• Average annual salaries for the required jobs must be at least $150,000.00 during the entire term of the agreement
City's commitment under the proposed Agreement include the following, starting with the first grant:
• Annual Grant based on thirty-five percent (35%) of the incremental value of City ad valorem taxes on BPP at the Project Site as determined
by the Tarrant Appraisal District multiplied by the applicable tax rate for the year.
If the company completes the following additional requirements, the City will agree to increase the percentage for the grant:
• Company must expend or cause to be expended an additional minimum of $240.8 million (for a total of $481.6 million) for construction and
real property improvements by Dec 31, 2034
• Company must expend or cause to be expended 15% of all construction costs for the Project Site as defined in Chapter 20, Article X of the
City Code. Failure to meet this commitment will not constitute a default, but the value of grant will be reduced by 10%
• Company must locate or cause to be located taxable BPP that is new to the City on the Project Site having a minimum taxable appraised
value upon assessment of an additional $842 million or before January 1, 2035. (Combined value of investment at $1.685 billion for BPP)
• Company must provide a minimum of an additional 9 jobs, for a total of 37 jobs by December 31, 2034
City's commitment under the proposed Agreement once the additional requirements are met:
• Annual Grant based on seventy percent (70%) of the incremental value of City ad valorem taxes on BPP at the Project Site as determined by
the Tarrant Appraisal District multiplied by the applicable tax rate for the year
• Number of Annual Grants will be 10 total
Company will initially be located in COUNCIL DISTRICT 7.
A Form 1295 is not required because: This contract will be with a publicly -traded business entity or a wholly -owned subsidiary of a publicly -traded
business entity: ACS Group
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 2663
Additional Information Contact: Cherie Gordon 6053
FORT WORTH.
City Secretary's Office
Contract Routing & Transmittal Slip
Contractor's Name: ACS DC Hicks Field Road, LLC
Subject of the Agreement: EPDA 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 O No 0
If so, provide the original contract number and the amendment number.
Is the Contract "Permanent"? *Yes 0 No ❑
If unsure, see back page 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 O No 0
*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 O
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.