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2018-154a Project NamesDate: October 12, 2018 Report No. 2018-154 INFORMAL STAFF REPORT TO MAYOR AND CITY COUNCIL SUBJECT: Economic Development Project Names and Non-Disclosure Agreements (NDAs) EXECUTIVE SUMMARY: This Informal Staff Report was prepared in response to a request for information from Councilmember Armintor on project names used in economic development recruitment. Information on non-disclosure agreements also is included, as they are sometimes a part of recruitment. One of the key functions of Economic Development is to attract new businesses to Denton. The site location process is competitive and often involves sensitive or proprietary information, the release of which can take Denton out of the running for a project. Project names and NDAs are two widely-used tools for protecting confidentiality during the location process. Denton’s competitor cities around the state and nation use these tools. If Denton wants to compete for and win projects, we must be able to use them, too. Staff understands the need to balance confidentiality with the City’s core value of transparency. To put the issue in context: since 2015, only three of the 18 incentive items that went before Council used a project name at any point in the process. DISCUSSION: Project Names and NDAs in Economic Development The use of project names is a well-established practice in the field of economic development in Texas and nationally. Private sector business and industry operate in a global marketplace, and there are many reasons why confidentiality is important during the recruitment process. Disclosure of a company’s name too early in the process could affect: real estate transactions by increasing the costs of property; work force; profits and stock value (if the company is publically traded); giving a competitive advantage to another business or bidder; local negotiations; and relationships with vendors, suppliers and other third parties. Some companies may also have sensitive or proprietary information relating to a particular technology or intellectual property, which could harm the business if it were to be released. During the recruitment process, cities may be asked to sign an NDA. NDAs also are a routine part of economic development activities across Texas and around the country, and may be required to receive preliminary information about a project, such as the company’s actual name instead of a project name. NDAs are not just related to the negotiation of incentives – they allow staff both to provide and to seek information from the company. This allows for cost/benefit analysis of the project to help determine whether the project is a good fit for Denton. Often, the types of projects that require NDAs are desirable – headquarters relocations, publicly traded companies, or technology or tech-enabled companies. Date: October 12, 2018 Report No. 2018-154 Staff researched the use of project names and NDAs in 10 Texas cities, Economic Development Corporations (EDCs), and Chambers. The entities that were contacted are included in Exhibit 1. All 10 use project names, and 8 of 10 use NDAs. Leads and Project Names in Denton The City of Denton receives leads in the form of Requests for Proposals (RFPs) from the Office of the Governor’s Economic Development and Tourism Division, the Dallas Regional Chamber of Commerce, the Fort Worth Chamber of Commerce, and directly from site location consultants. It is important to note that when City staff receives an RFP, a project name has already been assigned by the state or regional economic development entity or consultant. Local economic development staff only knows the project name, not the actual company name, at the point of RFP response. On rare occasions, City staff receives a lead directly from a company. In this case, staff may assign a name to the project if the company requests confidentiality. Incentives and Project Names in Denton The table below provides a summary of the incentives awarded from 2015 to 2018. 2015 was one of the most active years of incentive investment. Of the 18 incentives and amendments listed, project names were used for only three of the projects, all of which were new locations to Denton. WinCo Foods was named Project Ranger One/Denton–Tarrant PRW, LLC; Buc-ee’s Travel Center was named Project Cartoon, and Unites States Cold Storage (USCS) was named Project Rail Load. Retention and expansion of current Denton companies is another critical function of the City’s economic development program. Five of the incentives in the table below were awarded for expansion projects for local businesses, which helped to expand the tax base and retain industry and their suppliers in Denton. Project names were not used for these retention and expansion projects. Incentive Activity 2015-2018 Agreement/Amendment/Lease Ordinance Date Approved 2015 Peterbilt Motors Expansion I 2015-049 2/17/2015 Business Air Expansion Terminated* 2015-096 4/7/2015 West Gate 380 2015-097 4/7/2015 WinCo Foods** 2015-170 6/16/2015 Victor/MOHR Expansion Terminated* 2015-251 8/18/2015 Railyard Agmt and Commercial Lease 2015-300 9/15/2015 Railyard DEC Management Agmt. 2015-328 10/30/2015 O'Reilly 380 2015-330 11/10/2015 Allegiance/Red Development-Rayzor Ranch 3rd Amd. 2015-331 11/10/2015 O'Reilly Management Agmt. 2015-332 11/10/2015 Date: October 12, 2018 Report No. 2018-154 Buc-ee’s Travel Center** 2015-374 12/1/2015 USAG Expansion Terminated * 2015-377 12/15/2015 2016 Peterbilt Motors Amd. Expansion II 2016-144 5/3/2016 Sally Beauty Co. Morse St. Expansion 2016-341 11/1/2016 West Gate 380 Amd. 2016-342 11/1/2016 West Gate TAA 2016-343 11/1/2016 2017 Allegiance/Red Development-Rayzor Ranch 4th Amd. 2017-113 4/4/2017 BAM Lease Assignment to USAG/Sykes-Vaughan 2017-177 6/20/2017 2018 US Cold Storage** 2018-1065 7/17/2018 *Agreements were terminated due to the grantee not meeting contract thresholds or for the purchase of the company by another entity. **Project name used at some stage of the recruitment/incentive approval process Confidentiality, Transparency, and Process Improvements As economic developers within a city government, we must balance confidentiality with transparency. Departmental practices to promote transparency currently include:  Informing incentive applicants at the outset that transparency is a core value of the City and advising them to disclose their company identity as early as possible in the process.  Minimizing the use of closed sessions related to economic development matters; only two economic development closed sessions have been held since October 2016. Since October 2016, staff also has made the following improvements to the incentive process:  Updated incentive application requiring more complete project data  Fiscal analysis presented to both the Economic Development Partnership Board and City Council in public meetings  Council work session a minimum of two weeks before a vote on an incentive application, allowing time for Council to receive feedback from citizens prior to a vote  All agreements will have caps on both the dollar amount and the term length of the incentive Going forward, incentive request analyses will be presented on a 10-year time frame, even if the incentive term is shorter than 10 years. This is a best practice that allows for “apples to apples” comparison of the costs/benefits of different types of economic development projects over a consistent time frame. CONCLUSION: Denton’s use of project names and NDAs is well within the norm of economic development industry standards and the practices of other cities around Texas and the nation. If Denton cannot ensure confidentiality when necessary, we will not be able to compete to locate new companies here. Date: October 12, 2018 Report No. 2018-154 Staff recommends continued use of project names and NDAs when confidentiality is required. To receive Council direction on the topic, staff will schedule a work session this fall to present the following options: 1. Do not use project names or NDAs under any circumstances 2. Allow use of project names and NDAs with parameters, such as the disclosure of a company’s identity before a public vote is taken on an incentive request, and a minimum of two weeks between disclosure of a company’s identity and a vote on an incentive request. 3. Allow use of project names and permit the City Manager or his designee to sign NDAs if needed, any negotiated deals then are shared with Council following an Economic Development Partnership Board recommendation and vetted in public similar to a zoning case. STAFF CONTACT: Caroline Booth, Director Department of Economic Development 940-349-7751 or Caroline.Booth@cityofdenton.com Exhibit 1: Project Name Comparison by City/EDC/Chamber Entity City/EDC/ Chamber State or Local Partner Assigned City/EDC/ Chamber Assigned NDA Used Primary Role Incentive Process Project Name Released Comments Arlington X X X City Internal Committee (Council, Ed and Legal staff); City Council Project name until City Council level, unless business allows disclosure Were a Type A and B in the past, NDA's mainly for larger projects Austin X X X Chamber initiates, City follows Tier I: approved administratively through CM, Tier II, single Council item, Tier III public hearing Council Chamber led initially, Chamber typically signs NDAs, public at Council level Ch. 380 grants only, allow time for public comment Carrollton X X X City Staff review & recommend to City Council for approval Project Name released as requested to City Council prior to incentive process. If recommended by staff for incentive, name released publicly. Dallas X X City Incentive application includes TIRZ, there is a design panel that reviews the TIRZ projects and implements guidelines Project names used for executive session meetings, names not disclosed until formal action with Ordinance Dallas Regional Chamber typically signs NDAs; TIRZ is gap focused and requires bank commitments; National Development Council (NDC) does their underwriting Fort Worth X X X Chamber initiates, City follows Staff review & recommend to City Council for approval Project name until City Council level, unless business allows disclosure Legal department prepared an NDA template Frisco X X X EDC Leads Approval through Executive Board, utilize Sales Force CRM Project name until approval level, unless business allows disclosure Lewisville X X X City Approval through City Council Project name until City Council level, unless business allows disclosure, or if project pulls out Provides a confidential report to Council on a quarterly basis McKinney X X X EDC Leads Approval through Executive Board appointed by Council Project name until approval level, unless business allows disclosure EDC is Type A and Community Development Corp. is Type B, have a standard NDA that they use for all agreements North Richland Hills X City Advisory Board; Council Park & Recreation Facilities Corp. Type B, 10% of the 0.5 sales tax allocated for Economic Development City of Plano X X City Project name until approval level, unless business allows disclosure Project Names Used