20-2068ORDINANCE NO.20-2068
AN ORDINANCE APPROVING AN ECONOMIC DEVELOPMENT AGREEMENT UNDER
CHAPTER 380 OF THE LOCAL GOVERNMENT CODE TO PROMOTE ECONOMIC
DEVELOPMENT AND TO STIMULATE BUSINESS ACTIVITY AND ECONOMIC
GROWTH OF THE CITY OF DENTON, BETWEEN THE CITY OF DENTON AND FROM
THE FUTURE, LLC, REGARDING THE EXPANSION OF OPERATIONS AND INCREASE
IN THE NUMBER OF HIGH WAGE OR KNOWLEDGE-BASED JOBS IN THE CITY OF
DENTON; AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR; AND
PROVIDING AN EFFECTIVE DATE.
WHEREAS, From the Future, LLC (“From the Future”), is a Texas limited liability
company; and
WHEREAS, From the Future has made a request, on or about February 24, 2020, of the
City of Denton (“City”) to establish economic development incentives under Chapter 380 of the
Texas Local Government for an expansion and job-based grant to expand their business and
increase the number of high wage or knowledge-based jobs in the city to stimulate economic
development and growth (“Grant Application”); and
WHEREAS, the Grant Application was subsequently recommended by the Economic
Development Partnership Board as compliant with the City of Denton’s Tax Abatement and
Incentive Policy (Resolution No. 20-504, as adopted, on March 17, 2020) and the City Council
hereby also finds compliance therewith; and
WHEREAS, City and From the Future have negotiated a Chapter 380 Economic
Development Agreement to reflect the terms of the incentive, a copy of which is attached hereto
and made a part hereof by reference (the “Agreement”); and
WHEREAS, the City Council of the City of Denton hereby finds that the contemplated use
and for the proposed purposes and considerations provided for in the Agreement, and the other
terms and conditions of the Agreement, will promote economic development, increase
employment, and stimulate business and commercial activity within the City of Denton for the
benefit of the public and therefore meets the requirements under Chapter 380 of the Texas Local
Government Code; NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON, TEXAS HEREBY ORDAINS:
SECTION 1. The recitals and findings contained in the preamble of this Ordinance are
incorporated into the body of this Ordinance.
SECTION 2. The City Manager, or his designee, is hereby authorized to execute the
Agreement attached hereto on behalf of the City of Denton and to carry out the City’s
responsibilities and rights under the Agreement, including without limitation the authorization to
make the expenditures set forth in the Agreement.
Page 1
SECTION 3. This Ordinance shall become effective immediately upon its passage and
approval
seconded ;yrHQ%the following vote [7 :
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the Ordinance was passed and approved by
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Mayor Chris Watts:
Gerard Hudspeth, District 1 :
Keely G. Briggs, District 2:
Jesse L. Davis. District 3 :
John Ryan, District 4:
Deb Armintor, At Large Place 5 :
Paul Meltzer, At Large Place 6:
PASSED AND APPROVED this the d,y ,f OC+ob _, 2020.
ATTEST:
ROSA RIOS, CITY SECRETARY
._,ag,g'z ,_ agb
APPROVED AS TO LEGAL FORM:
AARON LEAL. CITY ATTORNEY
Page 2
THE STATE OF TEXAS §
§COUNTY OF DENTON
ECONOMIC DEVELOPMENT AGREEMENT WITH
FROM THE FUTURE, LLC
This Economic Development Agreement (this “Agreement”) is made and entered into as
of the Effective Date as defined herein by FROM THE FUTURE, LLC (“Grantee”), a Texas
limited liability company, located at 100 N. Locust St., Suite 1, Denton, Texas, and the CITY OF
DENTON (“City”), a Texas home-rule municipal corporation, located at 215 E. McKinney St.,
Denton, Texas, for the purposes and considerations stated below. Grantee and City may be
individually referred to as a “Party” and collectively as the “Parties.”
WHEREAS, this Agreement is authorized pursuant to Article III, Section 52-a of the Texas
Constitution and Chapter 380 of the Texas Local Government Code (the “Act”) to promote local
economic development and to stimulate business and commercial activity in the City of Denton;
and
WHEREAS, Grantee intends to expand their business and increase the number of high
wage or knowledge-based jobs in the City of Denton; and
WHEREAS, on or about February 5, 2020, Grantee submitted an application to the City to
request economic development incentives pursuant to the Act (the “Grant Application” as shown
in Exhibit B attached hereto and incorporated herein for all purposes); and
WHEREAS, the Grant Application was reviewed by the Economic Development
Partnership Board (the “EDP Board”) in accordance with the City of Denton Tax Abatement and
Incentive Policy on August 12, 2020, and the EDP Board found the Grant Application meets the
qualifications for financial incentives and recommended approval of the proposed incentives
unanimously by a vote of 10-0; and
WHEREAS, the City Council of the City of Denton (“City Council”) desires to provide an
incentive in the form of a grant to the Grantee to retain and expand the business and jobs in the
City of Denton and hereby finds that the contemplated use of funds to be provided will promote
economic development, increase employment, and stimulate business and commercial activity
within the City of Denton for the benefit of the public and therefore meets the requirements under
Chapter 380 of the Texas Local Government Code; and
WHEREAS, the City Council has determined that a grant of funds in accordance with the
terms of this Agreement will directly establish a public purpose and that all transactions involving
the use of public funds and resources in the establishment and administration of this Agreement
contain controls likely to ensure that the public purpose is accomplished; and
NOW, THEREFORE, the City and Grantee for and in consideration of the promises
contained herein do hereby contract, covenant, and agree as follows:
1
1.
DEFINITIONS
“Annual Salary” means wages, paid bonuses, commissions, or incentive pay that are recorded in
Box 1 of an employee’s W-2 form as reported to the Internal Revenue Service.
“Eligible Job” means a Job which is paid an Annual Salary of at least Sixty-Five Thousand Dollars
(565,000) per year.
“Eligible Reimbursable Expenses” means expenses made by the Grantee during the term of this
Agreement as part of its business expansion, including relocation costs, rent, utilities (including
internet and cloud storage), purchase of furniture, fixtures, and equipment (including computer
hardware and software, VR headsets, and software licenses), improvements to physical space (such
as site upgrades or space finish out), of which the Grantee can provide documentation of making
such expense during the term of this Agreement.
“Expansion Grant” means a grant in an amount not-to-exceed $50,000 for Eligible Reimbursable
Expenses.
“Job” means a permanent, full-time employee (not independent contractor) of the Grantee working
in the City of Denton, not including any of the existing two (2) full-time jobs of the Grantee
established as of January 1, 2020, that maintains full-time paid employment and is issued an
Internal Revenue Service W-2 form by Grantee.
“Job Grant” means a grant made once per each new Eligible Job added by the Grantee between
January 1, 2021 and December 31, 2025, with payments occurring pursuant to Article IV and V
of this Agreement.
“Residency Bonus” means a grant made to Grantee for each Job added during the “Coverage
Period” for which the Grantee can successfully demonstrate the employee has established
residency inside the corporate limits of the City of Denton during the “Coverage Period”, with
payments occurring pursuant to Article IV and V of this Agreement.
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GRANT CONDITIONS
Grantee shall satisfy the following conditions to receive the grant payments from the City
provided in Article IV and V, and to avoid termination of this Agreement pursuant to Article VIII:
A. Grantee covenants and agrees with the City that the City’s obligations under this
Agreement are subject to the fulfillment of the Grantee’s obligations under this Agreement, and
Grantee hereby agrees to perform and comply to the terms, conditions, and provisions of this
Agreement and in all other instruments and agreements, if any, between Grantee and the City with
respect to the financial or other incentives provided herein.
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B. Grantee is duly authorized and existing under U.S. law and is in good standing
under such laws, and is registered to do business in the State of Texas.
C. In the event of any conflict between the City of Denton Code of Ordinances and
federal, state, or other local regulations, and this Agreement, such ordinances and/or regulations
shall control.
D. In accordance with Chapter 2264 of the Texas Government Code, Grantee
covenants and certifies that Grantee shall not knowingly employ any person who is not lawfully
admitted for permanent residence to the United States or who is not authorized under law to be
employed in that manner in the United States (“Undocumented Worker”). During the term of this
Agreement, Grantee shall notify the City of any complaint brought against Grantee alleging that
Grantee has knowingly employed Undocumented Workers. In accordance with section 2264.052
of the Texas Government Code, if Grantee is convicted of a violation of 8 U.S.C. section 1324a(f)
for employing an Undocumented Worker, all grant payments shall be terminated, and Grantee
shall repay the amount of all grants with interest of ten percent (10%) per annum from the date the
grant payment(s) was made. Repayment shall be paid within 120 days after the date Grantee
receives notice of such violation (i.e. notice of conviction) from the City.
E. For the term of the Grant, Grantee must maintain its corporate headquarters and
principle place of business within the corporate limits of the City of Denton. For the avoidance of
doubt, nothing herein precludes Grantee from maintaining satellite offices in any location,
provided the headquarters and principle place of business remain within the corporate limits of the
City of Denton.
F. Grantee shall not fail to render for taxation any property located within the City of
Denton, nor shall it allow the ad valorem taxes owed to the City on any property owned by the
Grantee and located within the City of Denton to become delinquent beyond the last day they can
be paid without assessment of penalty, as such date is generally extended to allow for any appeal.
G. Grantee shall not allow any other municipal fees, levies, assessments, bills, or fines
to become delinquent.
H. Grantee shall not discriminate in employment and contracting based on race, sex,
sexual orientation, gender identity, age, disability, creed, color, genetics, or national origin, and
shall not violate any applicable anti-discrimination laws in connection with Grantee’s business.
I. Grantee agrees to use diligent efforts to purchase and select goods, services, and
contractors from businesses located in the City of Denton whenever such goods, services, and
contractors are comparable in availability, quality, and price. In the selection of contractors,
suppliers, or other persons proposed for work on this Agreement, Grantee agrees to use its
reasonable efforts to select and employ historically underutilized businesses for work on this
Agreement; however, Grantee is not required to use such vendors. Grantee is not required to, but
may submit information related to any good faith efforts as it relates to the local procurement of
3
goods and services or the use of historically underutilized businesses with its annual Certificate of
Compliance.
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TERMS OF GRANTS
A. The City agrees to provide the Grantee a Job Grant in the amount shown in TABLE
V-1 for each new Eligible Job added in the applicable “Coverage Period” as shown in TABLE IV-
1. The total amount of the Job Grant shall not exceed One Hundred and Twenty-Four Thousand
Five Hundred Dollars ($ 124,500) over the term of this Agreement.
B. An additional Residency Bonus will be provided in the amount of $500 for each
new Job added if the Grantee provides documentation of such employee’s residency in the City of
Denton corporate limits during the appliable “Coverage Period“. The total amount of the
Residency Bonus shall not exceed Sixty-Nine Thousand Dollars ($69,000) over the term of this
Agreement.
C. The calculation of the Job Grant payment amount for any “Coverage Period” as
shown in TABLE IV-1 and the schedule of payments shall be made in accordance with Articles
IV and V.
D. To receive a Job Grant payment for a “Coverage Period,” the Grantee must submit
the annual Certificate of Compliance (as shown in Exhibit A attached hereto and incorporated
herein for all purposes) in accordance with the dates provided in TABLE IV-1, along with all
documentation required to certify compliance with the terms and conditions of this Agreement,
including but not limited to, employee W-25 and an annual employment roster.
E. If at any time during the term of this Agreement Grantee fails to maintain the total
number of Eligible Jobs from all previous “Coverage Periods”, the Grantee is ineligible for the Job
Grant payment until the Eligible Job numbers exceed the level prior to reduction. Only Eligible
Jobs added above the level which existed prior to the reduction will be eligible to receive a Job
Grant. For purposes of illustration and clarification, if Grantee receives the Job Grant for two (2)
Eligible Jobs in “Agreement Year 1,” and in “Agreement Year 2” one of the Eligible Jobs for
which a Job Grant was received in “Agreement Year 1” is no longer maintained by Grantee, but
another two (2) Eligible Jobs are added, the Grantee is only eligible to receive the Job Grant for
one (1) Eligible Job added in “Agreement Year 2.”
F. The City will provide an Expansion Grant to Grantee in an amount not to exceed
Fifty Thousand Dollars ($50,000) upon Grantee’s successful certification and demonstration of
Eligible Reimbursement Expenses to the City.
G. The Expansion Grant, or a portion thereof, may be requested by Grantee during the
term of this Agreement after Eligible Reimbursement Expenses have been incurred by Grantee.
Grantee may only submit a written request for payment of the Expansion Grant, or a portion
thereof, once every six (6) months during the term of this Agreement.
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H. The total amount of the Job Grant, Residency Bonus, and Expansion Grant shall
not exceed Two Hundred and Forty-Three Thousand Five Hundred Dollars ($243,500).
I. The Job Grant, Residency Bonus, and Expansion Grant provided for in this
Agreement shall be subject to annual appropriation by the City Council in the annual budget and
the City’s obligations under this Agreement shall not constitute a general obligation of the City or
indebtedness under the constitution or laws of the State of Texas.
IV
PAYMENTS OF GRANTS
A. The Expansion Grant payment, or a portion thereof, will be paid to Grantee within
sixty (60) days of City’s receipt of a written request from Grantee, with appropriate documentation
evidencing Eligible Reimbursement Expenses. Grantee may only submit a written request for
payment of the Expansion Grant, or a portion thereof, once every six (6) months during the term
of this Agreement.
B. The Grantee shall be entitled to the Job Grant and Residency Bonus payments in
accordance with the following requirements and schedule:
TABLE IV-1
Certification DueCoverage Period
March 31, 2022January 1, 2021 to
December 3 1. 2022
March 31, 2023January 1, 2022 to
December 3 1, 2023
January 1, 2023 to March 31, 2024
December 3 1, 2024
March 31, 2025January 1, 2024 to
December 3 1 , 2026
March 31, 2026January 1, 2025 to
December 3 1, 2025
Payment made in
Ci Fiscal Year
FY 2021-2022
FY 2022-2023
FY 2023-2024
FY 2024-2025
FY 2025-2026
V
CALCULATION OF INSTALLMENT PAYMENTS
A. The Job Grant shall be calculated for a “Coverage Period” by multiplying the
number of new Eligible Jobs added in the “Coverage Period” by the “Grant Amount per Eligible
Job” in Table V- 1.
TABLE V-1
Annual Salary Ranges
$65,000 to $74,999.99
$75,000 to $89,999.99
$90,000 to $99,999.99
$ 100,000 or greater
Grant Amount Per Eligible Job
$500
$ 1 ,000
$2.500
$5,000
B. There is no cap on the Job Grant payments for any “Coverage Period” so long as
the cumulative Job Grant payments do not exceed One Hundred and Twenty-Four Thousand Five
Hundred Dollars ($ 124,500) over the term of this Agreement.
C. The Residency Bonus shall be calculated by multiplying the total number of new
Jobs, established in any “Coverage Period,“ which can successfully demonstrate residency in the
corporate limits of the City of Denton during the applicable “Coverage Period” by Five Hundred
Dollars ($500).
D. There is no cap on the Residency Bonus payment for any “Coverage Period” so
long as the cumulative Residency Bonus payments do not exceed Sixty-Nine Thousand Dollars
($69,000) over the term of this Agreement.
E. Payments shall be issued to FROM THE FUTURE, LLC, unless an approved
assignment occurs under Article XVII herein, and in which case payment shall be directed to the
entity assigned rights under this Agreement.
OTHER GRANTEE OBLIGATIONS
VT
A. In order to receive payment of a Job Grant and Residency Bonus for the “Coverage
Period,” Grantee shall submit the Annual Certificate of Compliance form attached hereto as
Exhibit A certifying compliance with the obligations set forth in this Agreement not later than
March 3 1 of the year following the applicable “Coverage Period” in accordance with TABLE IV-
1
B. Grantee shall submit to the City documentation supporting Grantee’s request and
demonstrating proof of Eligible Jobs and residency in accordance with the terms of this Agreement
adequate to justify Grantee’s receipt of the Job Grant and Residency Bonus. A failure to provide
the Certificate of Compliance and supporting documentation by the “Certification Due” date set
forth in TABLE IV-1, may, in the sole discretion of the City, result in Grantee being ineligible to
receive the Job Grant and Residency Bonus for the applicable “Coverage Period.”
VII
AUDITS AND MONITORING
During the term of this Agreement, the City reserves the right to conduct audits of the
employment records of the Grantee related to this Agreement if, in the sole opinion of the City,
such action is determined to be necessary. Grantee agrees upon request to furnish the City with
6
additional records and information reasonably requested to support that the terms and conditions
of this Agreement have been satisfied. Failure to provide such assistance shall be grounds for
default, and City may withhold any Job Grant, Residency Bonus, and Expansion Grant payment
until such assistance is provided. During the term of this Agreement, the City will keep, or cause
to be kept, copies of the Certificates of Compliance and all documentation or employment records
provided by the Grantee, payments made to Grantee, and any other calculations, allocations, and
payments required by this Agreement.
VIII
DEFAULT AND TERMINATION
If a party fails to perform any of its obligations under this Agreement and such failure is
not cured within thirty (30) days after written notice, the failure of the non-performing party to
cure within such thirty (30) day period (or to commence and continue diligently to cure such
default if the nature of the failure cannot reasonably be cured within 30 days in the exercise of all
due diligence) shall constitute a default under this Agreement. A default by Grantee shall entitle
the City to all remedies available at law or in equity, including but not limited to, termination of
this Agreement, injunctive relieve, specific performance, and suspending or withholding Job
Grant, Residency Bonus, and Expansion Grant payments. A default by the City shall entitle
Grantee as its sole remedy to seek specific performance of the terms of this Agreement.
IX
MUTUAL ASSISTANCE
The City and the Grantee shall do all things necessary or appropriate to carry out the terms
and provisions of this Agreement and to aid and assist each other in carrying out the terms and
provisions of this Agreement.
X
INDEMNITY
IT IS UNDERSTOOD AND AGREED THAT GRANTEE IN PERFORMING ITS
OBLI(,ATIONS HEREUNDER IS ACTING INDEPENDENTLY AND THE CITY
ASSUMES NO RESPONSIBILITIES OR LIABILITIES IN CONNECTION THEREWITH
TO THIRD PARTIES AND GRANTEE AGREES TO DEFEND, INDEMNIFY, AND
HOLD HARMLESS THE CITY FROM AND AGAINST ANY AND ALL CLAIMS, SUITS,
AND CAUSES OF ACTION OF ANY NATURE WHATSOEVER ARISING OUT OF
GRANTEE'S OBLIGATIONS HEREUNDER. GRANTEE'S INDEMNIFICATION
OBLIGATIONS INCLUDE THE PAYMENT OF REASONABLE ATTORNEY’S FEES
AND EXPENSES INCURRED BY THE CITY IN CONNECTION WITH SUCH CLAIMS,
SUITS, AND CAUSES OF ACTION.
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XI
REPRESENTATIONS AND WARRANTIES BY THE CITY
The City represents and warrants that:
A. The City is a home rule Texas municipal corporation that has the power to enter
into and has taken all actions to date required to authorize this Agreement and to carry out its
obligations hereunder; and
B. The City knows of no litigation, proceedings, initiative, referendum, investigation,
or threat of any of the same contesting the powers of the City or its officials with respect to this
Agreement that has not been disclosed in writing to Grantee; and
C. The City knows of now law, order, rule, or regulation applicable to the City or to
the City’s governing documents that would be contravened by, or conflict with, the execution and
delivery of this Agreement; and
D. This Agreement constitutes a valid and binding obligation of the City, enforceable
according to its terms, except to the extent limited by governmental immunity and bankruptcy,
insolvency, and other laws of general application affecting creditors’ rights and by equitable
principles, whether considered at law or in equity;
The funds granted by the City are derived from sources lawfully available to the City and are not
proceeds of bonds or other obligations of the City payable from ad valorem taxes.
XII
REPRESENTATIONS AND WARRANTIES BY GRANTEE
Grantee represents and warrants that:
A. Grantee is a Texas limited liability company duly organized and validly existing
under the laws of the State of Texas and is, or will prior to the Effective Date of this Agreement,
be qualified to do business in the State of Texas; has the legal capacity and the authority to enter
into and perform its obligations under this Agreement; and
B. The execution and delivery of this Agreement and the performance and observance
of its terms, conditions and obligations have been duly and validly authorized by all necessary
action on its part to enter into this Agreement; and
C. Grantee knows of no litigation proceeding, initiative, referendum, or investigation
or threat of any the same contesting the powers of the City, Grantee or any of its principals or
officials with respect to this Agreement that has not been disclosed in writing to the City; and
D. Grantee has the necessary legal ability to perform its obligations under this
Agreement and has the necessary financial ability, through borrowing or otherwise, to construct
improvements on the portions of the property that Grantee may acquire or improve in accordance
8
with this Agreement. This Agreement constitutes a valid and binding obligation of Grantee,
enforceable according to its terms, except to the extent limited by bankruptcy, insolvency and other
laws of general application affecting creditors’ rights and by equitable principles, whether
considered at law or in equity.
XIII
RIGHTS OF LENDERS AND INTERESTED PARTIES
The City is aware that financing for Grantee may be provided, in whole or in part, from
time to time, by one or more third parties, including, without limitation, lenders, major tenants,
equity partners and purchasers or developers (individually, an “Interested Party” and collectively,
“Interested Parties”). In the event Grantee fails to perform any of its obligations under this
Agreement, all notices to which Grantee is entitled under XVIII of this Agreement shall be
provided to the Interested Parties at the same time they are provided to Grantee (provided the
Interested Parties have previously been identified to the City and provided their notice addresses
to the City). If any Interested Party is permitted under the terms of its agreement with Grantee, to
cure the event of default and/or to assume Grantee's position with respect to this Agreement, the
City agrees to recognize such rights of the Interested Party and to otherwise permit the Interested
Party to cure the event of default and to assume all of the rights and obligations of Grantee under
this Agreement. The City shall, at any time upon reasonable request by Grantee, provide to any
Interested Party an estoppel certificate or other document evidencing that this Agreement is in full
force and effect and that no event of default by Grantee exists hereunder (or, if appropriate,
specifying the nature and duration of any existing event of default). Upon request by any Interested
Party, the City will enter into a separate assumption or similar agreement with such Interested
Party, consistent with the provisions of Article.
XIV
COMPLIANCE
This Agreement shall be conditioned upon and subject to compliance with
applicable federal, state, and City laws, ordinances, rules, and regulations.
XV
NO VESTED RIGHTS
The Grantee shall be subject to all ordinances of the City, whether now existing or in the
future arising. This Agreement shall confer no vested rights, as defined and referenced in Chapter
245 of the Texas Local Government Code, as amended, on the Grantee or property where Grantee
conducts business. Grantee agrees and acknowledges that this Agreement is not required by the
City for the Owner to complete the project described in the Grant Application.
XVI
ENTIRE AGREEMENT; CHANGES AND AMENDMENTS
This Agreement constitutes the entire agreement of the Parties with regard to the subject
matter hereof. Except as specifically provided otherwise in this Agreement, any alterations or
9
deletions to the terms of this Agreement shall be by written amendment executed by both Parties
to this Agreement.
XVII
SUCCESSORS AND ASSIGNS
This Agreement shall be binding on and inure to the benefit of the Parties, their respective
successors, and assigns. Grantee may assign all or part of its rights and/or obligations in or to or
under this Agreement upon written notice to the City of such assignment. The City may execute
an amendment to this Agreement evidencing the assignment and the City’s execution of said
amendment to the Agreement shall not be unreasonably withheld or delayed. If an assignee agrees
in writing to be bound by the terms and conditions of this Agreement and executes an amendment
to this Agreement stating the same, the assignor shall be released as to the obligations assigned but
not as to any obligations or liabilities of the assignor to the City that arose prior to the assignment.
XVIII
NOTICE
Any notice and/or statement required or permitted to be delivered shall be deemed
delivered five business days after being deposited in the United States mail, certified with return
receipt requested, postage prepaid, addressed to the appropriate party at the following addresses,
or at such other addresses provided by the Parties in writing. Any such notice and/or statement
shall also be deemed delivered when delivered by a nationally recognized delivery company (e.g.,
FedEx or UPS) with evidence of delivery signed by anyone at the delivery address.
If to Grantee:
From the Future, LLC
Ann: George Michael Christian
100 N. Locust St., Suite 1
Denton, Texas 76201
(940) 251-0555
If to the City:
City of Denton
AHn: City Manager
215 E. McKinney
Denton, Texas 76201
Phone: (940) 349-8307
Fax: (940) 349-8596
With a copy to:
City of Denton
Ann: City Attorney
215 E. McKinney
Denton, Texas 76201
Phone: (940) 349-8333
Fax: (940) 382-7923
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XIX.
APPLICABLE LAW
This Agreement shall be governed by and construed in accordance with the laws and court
decisions of the State of Texas. Venue for any action under this Agreement shall be the State’s
District Court of Denton County, Texas. This Agreement is performable in Denton County, Texas.
XX
BENEFIT OF AGREEMENT
This Agreement is executed solely for the benefit of the Parties and their successors and
assigns, and nothing in this Agreement is intended to create any rights in favor of or for the benefit
of any third party.
XXI
LEGAL CONSTRUCTION/PARTIAL INVALIDITY OF AGREEMENT
In case any one or more of the provisions contained in this Agreement shall for any reason
be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or
unenforceability shall not affect any other provision thereof and it is the intention of the Parties to
this Agreement that in lieu of each provision that is found to be illegal, invalid or unenforceable,
upon written, mutual agreement of both parties and approval of the City Council, a provision be
added to this Agreement which is legal, valid and enforceable and is as similar in terms as possible
to the provision found to be illegal, invalid or unenforceable.
XXII
TERM
This Agreement shall be effective as of the Effective Date. This Agreement will terminate
on the earlier to occur of (a) payment of the maximum authorized amount of the Job Grant,
Residency Bonus, and Expansion Grant; (b) March 3 1, 2026; (c) date of termination for default in
accordance with Article VIII. After termination of this Agreement, the City shall not be liable to
make any further payments to Grantee except, if applicable, the payment for “Agreement Year 5“
as provided in TABLE IV-1 for which Grantee is eligible.
EXECUTED ,„d effe,ti,, „ ,f th, an day ,f OC+o bcc , 2020 (“Eff„ti,,
Date”), by the City signing by and through its City Manager, duly authorized to execute same by
action of the City Council, and by Grantee, acting through its duly authorized officials.
11
ATTEST:
.Z£z7' #
C
APPROVED AS TO LEGAL FORM:
a .&IEaf!a/
THIS AGREEMENT HAS BEEN
BOTH REVIEWED AND APPROVED
as to financial and operational obligations and business
terms.
DtP ARm T
GRANTEE
FROM THE FUTURE, a Texas limited liability company
Its:
12
THE STATE OF TEXAS §
COUNTY OF DENTON §
Th, f„eg,ing E,,no„,i, D,,,1,pm,nt Ag„,m,nt w„ ,xe,uted before me ,n th, at
I: rsf 1rC:1A:EU?c : rT) o r a t : o2: 2o01 : :h: Hf]:: : :][A = : :11iSr: : = (:li W of Denton ) Texas ) a
hmI+1
My&Xay ID# 131826791
Exj#BrkHtw 14, zoe Narn1
Notary Public in and for the State of Texas
THE STATE OF TEXAS §
COUNTY OF DENTON §
The foregoing Economic Development Agreement was executed before me on the al
day of ar+u„bef , 2020, by Mike Christian, Chief Executive Officer, on behalf of From
the Future, LLC, a Texas limited liability company.
Ke Robinson
My Expire4
01/14/2023
D No r1344Q85
Name.==If Texasand for the Sta-Notary \.
13
EXHIBIT A
CITY OF DENTON
JOBS-BASED INCENTIVE
ANNUAL CERTIFICATE OF COMPLIANCE
From the Future, LLC
A. Job Creation Information
Start of Coverage Period (date
End of Cove:;e Period (n
Total number of Jobs at Start e
Total number of Jobs at End ofCoveragem
Total number of Jobs added (line 4 minIm
Total number of Eljgjble Jobs1 added
1. 20Jan
Decembern
1 Eligible Jobs are means a permanent, full-time employee (not independent contractor) of the
Grantee, not including any of the permanent, full-time jobs of the Grantee established prior to the
start of Coverage Period, that results in paid employment for at least 2,080 hours annually per
position and is issued an Internal Revenue Service W-2 form by Grantee, and which are paid an
Annual Salary of at least sixty-fIve thousand dollars ($65,000) per year.
B. Calculation of Job Grant
Total Annual Job
Grant Payment
Multiply the Grant Amount
per Job by the Number of
ible Jobs AddedEli
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6
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C. Calculation of Residen Bonus
Total Number of New Jobs with Residency Established
Residency Bonus Der Jobs Added
Total Amount of Residenl Bonus (multiply Line CI b:
2. $500
3Line C2
D. Total Pa'lent Request
o Line B9)
Total Amount of Residency Bonus (Line C3)
Total Amount of Payment Requested (Add Dl and D2
E. Required Attachments
Grantee to submit annual employment roster to include titles of positions and associated
employment. Grantee should indicate in which Coverage Period the job was added and if the
Job has received a Residency Bonus payment.
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I hereby certify that, to the best of my knowledge and belief, the information provided herein is
accurate and in compliance with the terms of the Economic Development Agreement with the City
of Denton, Texas. I have provided a copy of all documentation needed to substantiate the number
of Eligible Jobs added and to establish the residency requirement for those positions for which I
am requesting a Residency Bonus payment.
Printed Name and Title of Certifying Officer
Signature of Certifying Officer Date
Note: This form is due by March 31 of each year beginning on March 3 1, 2022, and as long as
this Agreement is in effect.
Attack employee W-2s and employee roster as required by Economic Development Agreement.
This Certificate of Compliance should be mailed to:
City of Denton
Attn: Economic Development
215 E. McKinney St.
Denton, TX 76201
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