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This ECONOMIC DEVELOPMENT PROGRAM AGREEMENT
("Agreement") is entered into by and between the CITY OF FORT WORTH, TEXAS
(the "City"), a home rule municipal corporation organized under the laws of the State of
Texas, and TRINITY SLUFF DEVELOPMENT, LTD., (`�Developer"), a Texas
limited partnership whose sole general partner is Trinity Bluff Development
Management, LLC, a Texas limited liability company.
RECITALS
The City and Developer hereby agree that the following statements are true and
correct and constitute the basis upon which the City and Developer have entered into this
Agreement:
A. Developer owns approximately /� �� acres of land on the north side
the City's downtown (the "Development Property"). The Development Property is
specifically described in Exhibit "A-1", attached hereto and hereby made a part of this
Agreement for all purposes. Developer intends to cause construction of a si�c (6)-story
apartment complex comprising two separate buildings (each a`Building") with at least
two hundred (200) residential apartment units on the Development Property and certain
other improvements constructed to serve su�h buildings (the "Required
Improvements"), as more specifically outlined in Exhibit "B", attached hereto and
hereby made a part of this Agreement for all purposes. Developer also intends to cause
construction of a separate four (4)-story apartment complex on properly in the vicinity of
the Development Properly and certain other improvements constructed to serve such
complex (the `�Four-Story Development"), but these improvements are addressed in a
separate Economic Development Program Agreement executed by and between the City
and Developer contemporaneously with this Agreement and do not constitute the
Required Improvements for purposes of this Agreement. Developer has represented to
the City that the Required Improvements will not be feasible financially without public
assistance.
B. The 2006 Comprehensive Plan, adopted by the City �ouncil on February
21, 2006 pursuant to Ordinance No. 16825-02-2006, embraces the Downtown Fort Worth
Strategic Action Plan, sponsared by the City, Downtown Fort Worth, Inc. and the Fort
Worth Housing Authority, which Plan encourages the promotion of public incentives to
encourage downtown housing development.
�. Studies undertaken to analyze the downtown housing market in the City
indicate that appro�mately fifty percent (50%) of all persons who lease multi-family
residential units in the City's downtown will move from locations outside of t it„�_._
Additional analysis, including, but not limited to, a study by Grotta Marketing R��,r�fi� �,�,, ;� _;
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Page 1
Economic Development Program Agreement
beriveen City of Fort Worth and Trinity Bluff Development, Ltd. (6-Story Development)
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indicates that the Required Improvements will significantly benefit and stimulate
business and commercial activity in the City.
D. In accordance with Resolution No. 2704, adopted by the City Council on
January 30, 2001, the City has esta.blished an Economic Development Program pursuant
to which the City will, on a case-by-case basis, offer economic incentive packages
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 comtnifiments from such businesses or entities to cause specific
infrastructure, employment and other public benefits to be made or invested in the City
(the "380 Program").
E. The City Council has deternuned that by entering into this Agreement, the
potential economic benefits that will accrue to the City under the terms and conditions of
this Agreement are consistent with the City's economic development objectives and that
increased housing development in the downtown area of the City will further the goals
espoused by the City and set forth in the Downtown Fort Worth Strategic Action Plan. Tn
addition, the City Council has determined that the 380 Program is an appropriate means
to achieve the construction of the Required Improvements, which the City Council has
determined are necessary and desirable, and that the potential economic benefits that will
accrue to the City pursua.nt the terms and conditions of this Agreement are consistent
with the City's economic development objectives as outlined in the Comprehensive Plan.
This Agreement is authorized by Chapter 3$0 of the Texas Local Government Code.
F. The City has detei7nined that the feasibility of the Required Improvements
is contingent on Developer's receipt of the Program Grants, as provided in this
Agreement. The City's analysis is specifically based on fmancial information provided
by Developer.
NOW, THEREFOR�, 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 hereby fmds, and the City and Developer 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.
.,
Pag� �
Economic Development Program Agreement
between City of Fort Worth and Trinity B1uffDevelopment, Ltd. (6-Story Development)
2. DEFI1vITIONS.
In addition to terms defined in the body of this Agreement, the following terms
shall have the definitions ascribed to them as follows:
Actual Gross Collected Income means the tota.l gross rental income, plus any
gross parking and miscellaneous income, related to the Required Improvements and
received in a given year by any entity.
Additional Investment means the expenditure of Construction Costs for new
improvements constructed within the Itnpacted Area, excluding the Required
Improvements and the Four-Story Development, in an amount equal to at least fifty-eight
percent (58%) of the Construction Costs expended for the Required Tmprovements, as
confirmed by the City in the Certificate of Completion issued pursuant to Section 5.1.1 of
this Agreement, which Additional Investment shall be confirmed by the City from either
construction reports related to such new improvements that are submitted to the City in
accordance with Section 4.7.2.2 of this Agreement or, to the extent the City does not
receive any such reports for some or all of such improvements, from the taxable
appraised values of those improvements, as mare specifically outlined in Section 5.1.2 of
this Agreement.
5.1.2.
Additional Investment Certificate has the meaning ascribed to it in Section
Affordable Housing Commitment has the meaning ascribed to it in Section 4.6.
Aupraisal District means the appraisal district under contract with the City to
undertake appraisals for purposes of calculating the City's ad valorem property taxes
which, as of the Effective Date, is Tarrant Appraisal District.
Base Grant Amount has the meaning ascribed to it in Section 5.2.1.
Buildin� has the meaning ascribed to it in Recital A.
Central City means that area in the corporate limits of the City witivn Loop 820
(i) consisting of all Community Development Block Grant ("CDBG") eligible census
block groups; (ii) all state-designated enterprise zones; and (iii) all census block groups
that are contiguous by seventy-five percent (75%) or more of their perimeter to CD�G
eligible block groups or enterprise zones, as well as any CDBG eligible block in the
corporate limits of the City outside Loop 820, as more specifically depicted in the map of
Exhibit "C", attached hereto and hereby made a part of this Agreement for all purposes.
Central City Resident means an individual whose principal place of residence is
at a location within the Central City.
Certificate of Completion has the meaning ascribed to in Section 5.1.1.
T._. _ �l
1 6�G J
Economic Development Program Agreement
between City of Fort Worth and Trinity Bluff Development, Ltd. (6-Story Development)
Completion Date means the date as of which a fmal certificate of occupancy has
been issued by the City for all of the Required Improvements.
Completion Deadline means December 31, 2009.
Construction Costs means Hard Construction Costs; engineering fees;
architectural fees; a.nd other professional (including legal and the costs associated with
the financing of the Required Improvements), development and permitting fees.
Development Pronertv has the meaning ascribed to it in Recital A.
Development Propertv Tax Revenues means the amount of real property taxes
paid by Developer to the City based on the entire taxable appraised value of the
Development Property and any improvements thereon, including the Required
Improvements, year minus the ta.xable appraised value of the Development Property and
any improvements thereon for the 2006 tax vear. The taxable appraised value of the
Development Properly in any given year will be established solely by the Appraisal
District.
Effective Date has the meaning ascribed to it in Section 3.
Employment Commitment has the meaning ascribed to it in Section 4.4.
Fort Worth Certified M/WBE Company means a minority or woman-owned
business that has received certification as either a minority business enterprise (MBE) or
a woman business enterprise (WBE) by either the North Texas Regional Certification
Agency (NTRCA) or the Texas Department of .Transporta.tion (T�OT), Highway
Division, and that has a principal business office located within the corporate limits of the
City that performs a commercially useful function and that provides the services for
which Developer is seeking credit under this Agreement.
Fort Worth Company means a business that has a principal office located within
the corporate limits of the City that performs a commercially useful function and that
provides the services for which Developer is seeking credit under this Agreement.
Fort Worth Construction Commitment has the meaning ascribed to it in
Section 4.2.
�our-Storv Develonment has the meaning ascribed to it in Recital A.
Full-time Job means a job filled by one (1) individual for a period of not less
than forty (40) hours per week or another measurement used to define full-time
employment by Developer in accordance with Developer's then-current corporate-wide
personnel policies and regulations.
T_-_� A
1 QKG Y
Economic Development Program Agreement
between City of Fort Worth and Trinity Bluff Development, Ltd. (6-Story Development)
Hard Construction Costs means the actual site development and construction
costs, contractor fees and the costs of supplies and materials.
Imnacted Area means that property that the City and Developer have agreed will
likely be impacted by the Required Improvements, as mare specifically depicted in
Exlubit "A-2", attached hereto and hereby made a part of this Agreement for all
purposes.
Income Differential means the difference between the Weighted Income in a
given year and the Income Threshold for that year.
Income Threshold for a given year means an amount specified for that year in
Exbibit "D", attached hereto and hereby made a part of this Agreement for all purposes.
M/WBE Construction Commitment has the meaning ascribed to it in Section
4.3.
Pro�ram Grants means the annual economic development grants paid by the
City to Developer in accordance with this Agreement and as part of the 380 Program.
Pro�ram Initiation Year means the first full calendar year following both (i) the
year in which the Completion Date occurs and (ii) the quarter for which the City certifies
in an Additional Investment Certificate issued in accordance with Section 5.1.2 that at
least one-half (1/2) of the Additional Investment has been made in the Impacted Area.
Pro�ram Year means a calendar year in which the City is obli�ated pursuant to
this Agreement to pay Developer a Program Grant, beginning with the Program Initiation
Year.
Records has the meaning ascribed to it in Section 4.7.
Repuired Improvements has the meaning ascribed to it in Recital A.
Second Operatin� Year means the second full year following the year in which
the Completion Date occurs.
Sunplv and Service Spendin� Commitment has the meaning ascribed to it in
Section 4.5.
Supply and Service Exuenditures mean those local discretionary costs expended
by Developer directly for the operation and maintenance of the Required Improvements.
Term has the meaning ascribed to it in Section 3.
Wei�hted Income means the Actual Gross Collected Income received in a given
year plus 100% of the Development Property Tax Revenues received by the City in that
Page 5
Economic Development Program Agreement
between City of Fort Worth and Trinity Bluff Development, Ltd. (6-Story Development)
m
same year (i.e. the maximum Program Grant that could be payable in the following year
pursuant to this Agreement).
3. TERM.
This Agreement shall be effective as of the date of execution by both parties (the
��Effective Date") and, regardless of the number and amount of Program Grants that may
have been paid hereunder, shall expire on December 31 of the twentieth (20th) year
following the year in which Completion Date occurred (the "Term").
4. DEVELOPER OBLIGATIONS AND GOALS.
4.1. Real Propertv Improvements.
In accardance with the terms and conditions of this Agreement, Developer
shall expend or cause to be expended by the Completion Date at least $23 million
in Construction Costs for the Required Improvements. The Completion Date
must occur on or before the Completion Deadline. The City recognizes that
Developer will request bids and proposals from various contractors and other
professionals in order to obtain the lowest reasonable price for the cost of the
Required Improvements. In the event that bids and proposals for the Required
Improvements are below $23 million in Construction Costs, the City will meet
with Developer to negotiate in good faith an amendment to this Agreement so that
Developer is not in default for its failure to expend at least $23 million in
Construction Costs, with the understanding that the City's staff will recommend,
but cannot guarantee, approval of such amendment by the City Council.
4.2. Construction Spendin� Commitment for Fort Worth Companies.
By the Completion Date, Developer shall have expended or caused to be
expended with Fort Worth Companies the greater of (i) $4,570,000.00 in Hard
Construction Costs for the Required Improvements or (ii) twenty-five percent
(25%) of all Hard Construction Costs for the Required Improvements, regardless
of the total amount of such Hard Construction Costs (the "Fort Worth
Construction Commitment").
4.3. Construction Spendin� Commitment for Fort Worth Certified
M/WBE Companies.
By the Completion Date, Developer shall have expended or caused to be
expended with Fort Worth Certified M/WBE Companies the greater of (i)
$3,650,000.00 in Hard Construction Costs for the Required Improvements or (ii)
twenty percent (20%) of all Hard Construction Costs for the Required
Improvements, regardless of the total amount of such Hard Construction Costs
i a�e 'v
Economic Development Program Agreement
between City of Fort Worth and Trinity Bluff Development, Ltd. (6-Story Development)
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(the "M/WBE Construction Commitment"). Dollars spent with Fort Worth
Certified M/WBE Companies shall also count as dollars spent with Fort Worth
Companies for purposes of the Fort Worth Construction Commitment outlined in
Section 4.2.
4.4. Employment Commitment for Central City Residents.
Thr�oughout the Second Operating Year and each year thereafter, the
greater of (i) one (1) Full-time Job on the Development Property or (ii) twenty-
five percent (25%) of all Full-time Jobs on the Development Property, regardless
of the total number of Full-time Jobs provided on the Development Property, shall
be held by Central City Residents (the "Employment Commitment").
4.5. Supplv and Service Spendin� Commitment for Fort Worth Certified
M/WBE Companies.
Throughout the Second Operating Year and each year thereafter,
Developer will spend the greater of (i) $30,000 in annual Supply and Service
Expenditures ar(ii) twenty-five percent (25%) of all Supply and Service
Expenditures in a given calendar year with Fort Worth Certified M/WBE
Companies (the "Supply and Service Spending Commitment").
4.6. Affordable Housin� Set-Aside.
Developer will set aside at least five percent (5%) of the residential
apartments within the Required Improvements (or, following completion of the
Four-Story Development and if Developer chooses, within both the Required
Improvements and the Four-Story Development or the Four-Story Development
only) far lease exclusively to qualifying households earning no more than 80% of
the area median income at rental rates that are affordable to such qualifying
households, as determined by the U.S. Department of Housing and Urban
Development (the "Affordable Housing Commitment").
4.7. Reports and Filin�s.
4.7.1. Plan for Use of Fort Worth Certified M/WBE Companies.
Within thirty (30) calendar days following execution of this
Agreement ar prior to the submission of an application by or on behalf of
Developer for a permit to initiate construction of any of the Required
Improvements, whichever is earlier, Developer will file a plan with the
City as to how Developer intends to meet the M/WBE Construction
Commitment and Supply and Service Spending Commitment. Developer
agrees to meet with the City's M/WBE Office and Minority and Women
Business Enterprise Advisory Committee as reasonably necessary for
: �� ;
Economic Development Program Agreement
between City of Fort Worth and Trinity Bluff Development, Ltd. (6-Story Development)
assistance in implementing such plan and to address any concerns that the
City may have with such plan.
4.7.2. Construction Spendin� Reports Pertainin� to Repuired
Improvements.
4.7.2.1. Monthly Reports.
From the Effective Date until the Completion Date,
in order to enable the City to assist Developer in meeting the
MIWBE Construction Commitment, Developer will provide the
City with a monthly report in a form reasonably acceptable to the
City that specifically outl'mes the then-current aggregate
Construction Costs expended by and on behalf of Developer with
Fort Worth Certified M/WBE Companies for construction of the
Required Improvements. Developer agrees to meet with the City's
M/WBE Office and Minority and Women Business Enterprise
Advisory Committee as reasonably necessary for assistance in
implementing such plan and to address any concerns that the City
may have with such plan.
4.7.2.2. Final Report.
Within thirty (30) calendar days following the
Completion Date, in order for the City to assess whether Developer
satisfied the requirements of Section 4.1 and the extent to which
Developer met the Fort Worth Construction Commitment and the
M/WBE Construction Commitment, Developer will provide the
City with a report in a form reasonably acceptable to the City that
specifically outlines the total Construction Costs and Hard
Construction Costs expended by and on behalf of Developer for
construction of the Required Improvements, together with
supporting invoices and other documents necessary to demonstrate
that such amounts were actually paid by Developer, including,
without limitation, fmal lien waivers signed by Developer's
general contra.ctor. This report shall also include actual total
Construction Costs and Hard Construction Costs expended by
Developer for construction of the Required Improvements with
Fort Worth Companies and Fort Worth Certified M/WBE
Companies, together with supporting invoices and other documents
necessary to demonstrate that such amounts were actually paid by
Developer to such contractors.
i ago 0
Economic Development Progran� Agreement
between City of Fort Worth and Trinity Bluff Development, Ltd. (6-Story Development)
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4.7.3. (�uarterlv Construction Spendin� Reports Pertainin� to
Additional Investment.
From the Effective Date until the date as of which the City
confirms in an Additional Investment Certificate issued in accordance
with Section 5.1.2 that the full Additional Investment has been made in the
Impacted Area, within thirty (30) calendar days following the end of each
calendax quarter, Developer will provide the City with a report in a form
reasonably acceptable to the Ciry that specifically outlines the total
Construction Costs expended on improvements constructed within the
Impacted Area during the previous quarter, 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 constructing such improvements.
4.7.4. Annual Emplovment Report.
On or before February 1 following the Second Operating Year and
each year thereafter, in order for the City to assess the degree to which
Developer met the Employment Commitment in the previous calendar
year, Developer shall provide the City with a report in a form reasonably
acceptable to the City that sets forth the total number of individuals who
held Full-time Jobs on the Development Property and the total number of
Central City Residents who held Full-time Jobs on the Development
Property, a11 as of December 1(or such �other date requested by Developer
and reasonably acceptable to the City) of the previous year, together with
reasonable documentation regarding the residency of all such employees.
4.7'.5. QuarterlY Supply and Service Spending Report.
Begiiuliiig with the Second Operating Year and each year
thereafter, within thirty (30) calendar days following the end of each
calendar quarter, Developer will provide the City with a report in a form
reasonably acceptable to the City that sets forth the then-aggregate Supply
and Service Expenditures made during such calendar as well as the then-
aggregate Supply and Service Expenditures made during such calendar
year with Fort Worth Certified M/WBE Companies. The City will use
each year's fourth quarter report to assess the degree to which Developer
met the Supply and Service Spending Commitment for that year.
4.8. Audits.
The City will have the right throughout the Term to audit the fmancial and
business records of Developer that relate to the Required Improvements and any
other documents necessary to evaluate Developer's compliance with this
: ag� 9
Economic Development Program Agreement
between City of Fort Worth and Trinity Bluff Development, Ltd. (6-Story Development)
Agreement or with the commitments set forth in this Agreement, including, but
not limited to construction documents and invoices, apartment lease agreements,
apartment rental rolls and deposit records of Developer or any entity affiliated
with Developer pertaining to the Required Improvements (including general
ledger and bank statements) (collectively "Records"). Developer shall make all
Records available to the City on the Development Property or at another location
in the City acceptable to both parties following reasonable advance notice by the
City and shall otherwise cooperate fully with the City during any audit.
5. CITY OBLIGATIONS.
5.1. Issuance of Certificates of Completion.
5.1.1. Pertainin� to Required Improvements.
Within sixty (60) calendar days following receipt by the City of the
fmal construction spending report pertaining to the Required
Improvements, as required by Section 4.7.2.2, and assessment by the CiTy
of the information contained therein, if the City is able to verify that
Developer expended or caused to be expended at least $23 million in
Construction Costs for the Required Improvements by the Completion
Date and that the Completion Date occurred on or before the Completion
Deadline, the City will issue Company a certificate sta.ting the amount of
Construction Costs and Hard Construction Costs expended, including
amounts expended specifically with Fort Worth Companies and Fort
Worth Certified M/WBE Companies, as well as the Base Grant Amount
that Developer has earned pursuant to Section 5.2.1 (excluding any
reductions to the Base Grant Amount imposed by Section 5.2.2) (the
"Certificate of Completion").
5.1.2. Pertaining to Additional Investment.
Within sixty (60) calendar days following receipt by the City of
each quarterly construction report pertaining to the Additional Investment,
as required by Section 4.7.3, and assessment by the City of the
information contained therein, the City will issue a certificate stating the
amount of Additional Investment that has been made in the Impacted Area
during the quarter covered by such report as well as the then-aggregate
amount of Additional Investment that has been made in the Impacted Area
since the Effective Date (each an"Additional Investment Certificate").
If improvements have been made in the Impacted Area that are not
covered by the construction reports submitted pursuant to Section 4.7.3,
Developer shall provide the City with the Appraisal District's certified
taxable appraised value of such improvements. If the City confirms that
such improvements were not covered by the construction reports
Page 10
Economic Development Program Agreement
between City of Fort Worth and Trinity Biuff Development, Ltd. (6-Story Development)
submitted pursuant to Section 4.7.3, the City shall include the Appraisal
District's certified taxable appraised value of such improvements in the
City's next Additional Investment Certificate issued in accordance with
this Section 5.1.2 for purposes of tallyin� the then-a��re�ate amount of
Additional Investment that has been made in the Impacted Area since the
Effective Date.
5.2. Pro�ram Grants.
Developer will not be eligible to receive Program Grants under this
Agreement until the Program Initiation Year. Thereafter, subject the terms and
conditions of this Agreement, Developer will be entitled to receive from the City
an annual Program Grant. The m�imum amount of each annual Program Grant
shall equal one hundred percent (100%) of the Development Property Tax
Revenues received by the City in the previous calendar year. As more
specifically set forth in Section 5.2.1, the percentage of Development Property
Tax Revenues that serves as the basis for calculatin� each annual Pro�ram Grant
shall be reduced for the entire Term to the extent that Developer fails to meet the
Fort Worth Construction Commitment or the M/WBE Construction Commitment.
In addition, as more specifically set forth in Section 5.2.2, that percentage may be
reduced on an annual basis if the full Additional Investment to the Impacted Area
is not achieved or a portion of the Required Improvements are converted from
rental aparhnent units to condominiums. Finally, as more specifically set forth in
Section 5.2.3, each annual Program Grant may be further reduced by a specific
dollar amount if Developer fails to meet the Employment Commitment or the
Supply and Service Spending Commitment in the previous year or if Developer's
Weighted Income in the previous year exceeds the Income Threshold agreed to by
the parties for that year.
5.2.1. Base Grant Amount.
Subject to the terms and conditions of this Agreement, including
reductions imposed pursuant to the provisions of Sections 5.2.2 and 5.2.3,
each annual Program Grant shall equal the Base Grant Amount. Subject
to any reductions imposed pursuant to Sections 5.2.2.1 and 5.2.2.2, the
`Base Grant Amount" of a given Program Grant shall equal the sum of
the Overall Construction Percentage, plus the Fort Worth Construction
Percentage, plus the M/WBE Construction Percenta.ge, as defined in
Sections 5.2.1.1, 5.2.1.2 and 5.2.1.3 respectively, multiplied by the
Development Property Tax Revenues received by the City in the previous
calendar year, as follows:
5.2.1.1. Completion of Required Improvements (60%).
Each annual Program Grant shall include an amount
that is based on Developer's completion of the Required
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Economic Development Progr�un Agreement
between City of Fort Worth and Trinity Bluff Development, Ltd. (6-Story Development)
Improvements by the Completion Deadline. If Developer expends
at least $23 million in Construction Costs for the Required
Improvements by the Completion Date, as confirmed by the City
in the Certificate of Completion, and the Completion Date occurs
on or before the Completion Deadline, Developer will
automatically receive si��ty percent (60%) toward the Base
Program Grant Percentage (the "Overall Construction
Percentage"). In no event will the Overall Construction
Percentage exceed sixty percent (60%). Notwithstanding anything
to the contrary herein, if Developer fails to expend at least $23
million in Construction Costs for the Required Improvements by
the Completion Date or the Completion Date does not occur by the
Completion Deadline, an Event of Default, as more specifically set
forth in Section 6.1, will occur and the City shall have the right to
ternunate this Agreement without the obligation to pay Developer
any Program Grants.
5.2.1.2. Fort Worth Construction Cost Spendin� (20%1.
Each annual Program Grant shall inelude an amount
that is based on the percentage by which the Fort Worth
Construction Commitment, as outlined in Section 4.2, was met (the
"Fort Worth Construction Percentage"). The Fort Worth
Construction Percentage will equal the product of twenty percent
(20%) multiplied by the percentage by which the Fort Worth
Construction Commitrnent was -met, which will be calculated by
dividing the actual Hard Construction Costs expended by the
Completion Date with Fort Worth Companies for the Required
Improvements by the number of dollars comprising the Fort Worth
Construction Commitment, as determined in accordance with
Section 4.2. For example, if the Fort Worth Construction
Commitment is $4,750,000.00 and only $3,000,000.00 in Hard
Construction Costs were expended by the Completion Date with
Fort Worth Companies, the Fort Worth Construction Percentage
would be 12.63%, which is .20 x[$3 million/$4.75 million], or .20
x.6316, or .1263. If the Fort Worth Construction Corrunitment is
met or exceeded, the Fort Worth Construction Percentage will be
twenty percent (20%). In no event will the Fort Worth
Construction Percentage exceed twenty percent (20%).
5.2.1.3. M/WBE Construction Cost Spendin� (20%).
Each annual Program Grant shall include an amount
that is based on the percentage by which the M/WBE Construction
Commitment, as outlined in Section 4.3, was met (the "M/WBE
Construction Percentage"). The M/WBE Construction
���:2
Economic Development Program Agreement
between City of Fort Worth and Trinity Bluff Development, Ltd. (6-Story Development)
Percentage will equal the product of twenty percent (20%)
multiplied by the percentage by which the M/WBE Construction
Commitment was met, which will be calculated by dividing the
actual Hard Construction Costs expended by the Completion Date
with Fort Worth Certified M/WBE Companies for the Required
Improvements by the number of dollars comprising the M/WBE
Construction Commitment, as determ.ined in accordance with
Section 43. For example, if the Fort Worth Construction
Commitment is $3,650,000.00 and only $3,000,000.00 in Hard
Construction Costs were expended by the Completion Date with
Fort Worth Certified M/WBE Companies, the MIWBE
Construction Percentage would be 16.44%, which is .20 x[$3
million/$3.65 million], or .20 x.8219, or .16438. If the M/WBE
Construction Commitment is met ar exceeded, the M/WBE
Construction Percentage will be twenty percent (20%). In no event
will the M/WBE Construction Percentage exceed twenty percent
(20%).
5.2.2. Base Grant Amount Reductions.
Notwithstanding anything to the contrary herein, the Base Grant
Amount calculated in accordance with Section 5.21 for purposes of
determining the amount of a given Program Grant will be reduced by the
aggregate percentage calculated in accordance with Section 5.2.2.1 and
5.2.2.2, if any, as follows:
5.2.2.1. Reduction for Insufficient Additional
Investment.
Notwithstanding anything to the contrary herein, at
all times from the Program Initiation Year until the calendar year
of the quarter far which the CiTy issues an Additional Investment
Certificate pursuant to Section 5.1.2 that confirms that one hundred
percent (100%) of the Additional Investment has been made in the
Impacted Area, the Base Grant Amount applicable to the Program
Grant payable in the following Program Year shall be reduced by
fifty percent (50%).
5.2.2.2. Reduction for Condominium Conversion.
Developer understands and agrees that Program
Grants are payable under this Agreement only to the extent that the
residential units located in one or both Buildings are exclusively
rental apartments and not condominiums. Notwithstanding
anything to the contrary herein, if any or all residential units
located within one of the two Buildings are converted to
1 0.�G 1 J
Economic Development Program Agreement
between City of Fort Worth and Trinity Bluff Development, Ltd. (6-Story Development)
� c
J � 1 J t J'.� � t 1�':I ���V
:7 ���^d/ C�' �S'�.. Lr: L iC�r�.� I,`�
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condominiums, the Base Grant Amount applicable to the Program
Grant payable in the following Program Year shall be reduced by a
fraction, to be expressed as a percentage, the numerator of which
will equal the total square footage of the Building in which the
condominium conversion has occurred and the denominator of
which shall equal the aggregate total square footage of both
Buildings. If a condominium conversion becomes effective on a
day other than January 1 of a given year, this reduction shall be
prorated in accordance with the number of days in that year prior
to the date of conversion. For example, if both Buildings comprise
an aggregate 300,000 square feet and any or all residential units
located within one Building, which Building comprises 200,000
square feet, are converted to condominiums on October 1 of a
given year, the Base Grant Amount applicable to the Program
Grant payable in the following year, excluding the amount of any
other reduction made pursuant to Section 5.2.2.1, shall be reduced
by 50% [(200,000 square feet/300,000 square feet) x(273/365), or
.667 x.75] and in all subsequent Program Years by 66.7%. For
purposes of this Agreement, a residential unit shall be converted to
a condominium on the date as of which a Declaration of
Condominium(s) covering that residential unit is recorded in the
Deed Records of Tarrant County, Texas. Developer agrees to
provide the City with written notice of its intent to convert any of
the residential units into condominiums at least ninety (90)
calendar days' prior to the date of filing a Declaration of
Condominium covering such units. Notwithstanding anything to
the contrary herein, if any or all of the residential units located
within both Buildings are converted to condominiums, the City
will have the right to terminate this Agreement in accordance with
Section 6.3 and the City will have no obligation to pay a Program
Grant in the following Program Year or any subsequent year.
5.2.3. Annual Pro�ram Grant Reductions.
Notwithstanding anything to the contrary herein, each annual
Program Grant may be reduced as follows:
5.2.3.1. Failure to Meet Employment Commitment.
If the Employment Commitment, as outlined in
Section 4.4, is not met in a given year, the Program Grant payable
in the following Program Year, excluding the amount of any other
reductions made pursuant to this Section 5.2.3, shall be reduced by
$20,000 for each Full-time Job by whicb the Employment
Commitment was not met.
���;4
Economic Development Progr<un Agreement
between City of Fort Worth and Trinity Bluff Development, Ltd. (6-Story Development)
5.2.3.2. Failure to Meet Supply and Service and Service
Snendin� Commitment.
If the Supply and Service Spending Commitment,
as outlined in Section 4.5, is not met in a given year, the Program
Grant payable in the following Program Year, excluding the
amount of any other reductions made pursuant to this Section
5.2.3, shall be reduced by the number of dollars in which the
Supply and Service Spending Commitment was not met,
multiplied by two.
5.2.3.3. Reduction for Excess Wei�hted Income.
Beginning with the third (3rd) year following the
year in which the Completion Date occurs and subject to Section
6.2 of this Agreement, if the Weighted Income attributable to a
given year exceeds the Income Threshold for that year, as set forth
in E�ibit "D", the Program Grant payable in the following
Program Year, excluding the amount of any other reductions made
pursuant to this Section 5.2.3, shall be reduced by an amount equal
to the Income Differential. For example, the Income Threshold for
the third (3rd) year following the year in which the Completion
Date occurs is $3,989,030.00, as indicated on E�ibit "D". If the
Weighted Income attributa.ble to that year is $4,000,000.00, then
the Program Grant payable in the following year would be reduced
by the resulting Income � Differential of $10,970.00.
Notwithstanding anything to the contrary herein, if any or all
residential units located within one of the two Buildings are
converted to condominiums, the Income Threshold for the year in
which the conversion first occurs and for each year thereafter shall
be reduced by a fraction, to be expressed as a percentage, the
numerator of which will equal the total square footage of the
Building in which the condomuuum conversion has occurred and
the denominator of which shall equal the aggregate total square
footage of both Buildings. In addition, notwithstanding anything
to the contrary herein, if the Weighted Income aitributable to the
eleventh (llth) full year following the year in which the
Completion Date occurs or any year thereafter exceeds the Income
Threshold for that year, as set forth in E�ibit "D", by more than
15%, then the City will have the right to terminate this Agreement
in accordance with Section 6.2 and the City will have no obligation
to pay a Program Grant in the following Program Year or any
subsequent year.
:��::,
Economic Development Program Agreement
between City of Fort Worth and Trinity Bluff Development, Ltd. (6-Story Development)
5.2.4. No Offsets.
A deficiency in attairunent of one commitment may not be offset
by the exceeding attainment in another commitment. In other words, if in
a given year Developer failed to meet the Employment Commitment by
one Full-time Job, thereby triggering a$20,000 reduction to the Program
Grant payable in the following year, but exceeded the Supply and Service
Spending Commitment by $20,000, the Program Grant payable in the
following year would still be reduced by $20,000 on account of
Developer's failure to meet the Employment Commitment.
5.2.5. Deadline for Pavments and Source of Funds.
Each annual Program Grant payment will be made by the City to
Developer on or before June 1 of the Program Year in which such
payments are due. It is understood and agreed that all Program Grants
paid pursuant to this Agreement shall come from currently available
general revenues of the City and not directly from Development Property
Tax Revenues received by the City. Developer understands and agrees
that any revenues of the City other than those dedicated for payment of a
given annual Program Grant 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 far calculating the amount of any future Program Crrant
or other obligation to Developer. �
6. DEFAULT, TERMINATION, SUSPENSION OF OBLIGATIONS AND
FAILURE BY DEVELOPER TO MEET VARIOUS GOALS AND
COMIVIITMENTS.
6.1. Failure to Complete Required Improvements.
If the Completion Date does not occur by the Completion Deadline, the
City shall have the right to terminate this Agreement by providing written notice
to Developer. If (i) Developer has not submitted the fmal construction spending
report for the Required Improvements in accordance with Section 4.7.2.2 within
thirty (30) calendar days following the Completion Deadline or (ii) the City
deterinines that Developer did not expend at least $23 million in Construction
Costs for the Required Improvements (or such lower amount subsequently
approved by the City Council pursuant to Section 4.1) as of the Completion Date,
an event of default shall occur. In this event, the City sha11 notify Developer in
writing and Developer shall have thirty (30) calendar days to, respectively, (i)
submit the final construction spending report for the Required Improvements
required by Section 4.7.2.2 or (ii) demonstrate to the reasonable satisfaction of the
i a�� ; G
Economic Development Program Agreement
between City of Fort Worth and Trinity B1uffDevelopment, Ltd. (6-Story Development)
City that the Construction Costs for the Required Improvements were $23 million
or more (or, if applicable, at least such lower amount previously approved by the
City Council pursuant to Section 4.1). If the default has not been fully cured
within thirly (30) calendar days of the City's written notice, the City shall have
the right to terininate this Agreement immediately by providing written notice to
Developer.
6.2. Termination for Excess Weighted Income.
If the City determines that the Weighted Income attributable to the
eleventh (l lth) full year following the year in which the Completion Date occurs
or any year thereafter exceeds the Income Threshold for that year, as set forth in
Exhibit "D", by mare than 15%, then the City will notify Developer in writing. If
Developer disagrees with the City's determination, Developer shall have fourteen
(14) calendar days to provide the City with documentation to rebut such
determination. If Developer does not provide the City with documentation
sufficient to rebut the City's determination within such time, the City shall have
the right to terminate this Agreement immediately by providing written notice to
Developer.
6.3. Termination for Condominium Conversion.
If any or all of the residential units located in both Buildings are converted
to condominiums, the City will have the right to terminate this Agreement
immediately by providing written notice to Developer, in which case the City will
have no obligation to pay a Program Grant in tl�e following Program Year or any
subsequent vear. It is understood and a�reed that the Ciiv shall have this
termination right even if only some, and not all, residential units in both Buildings
are converted to condominiums and the remainder of the residential units continue
to be rental apartments. If some or all residential units in only one Building are
converted to condominiums, but all residential units in the other Building
continue to be rental apartments, the City will not have the right to terminate this
Agreement, but Program Grants payable hereunder will be reduced in accordance
with Section 5.2.2.2.
6.4. Failure to Complv with Affordable IIousin� Commitment.
If the City determines that Developer has not complied or is not in
compliance with the Affordable Housing Commitment, the City will notify
Developer in writing. If Developer disagrees with the City's determination,
Developer shall have fourteen (14) calendar days to provide the City with
documentation to rebut such determination. If Developer does not provide the
City with documentation sufficient to rebut the City's determination within such
time, the City's determination shall be deemed conclusive. In this event,
notwithstanding anythi.ng to the contrary herein, (i) if the Affordable Housing
Commitment was not met for an entire calendar year, Developer shall forfeit
i ag� .7
Economic Development Progr�un Ageement
between City of Fort Worth and Trinity Bluff Development, Ltd. (6-Story Development)
payment of the Program Grant payable for the following Program Year, and (ii) if
the Affordable Housing Commitment was not met for a portion of a calendar year,
then the Program Grant payable in the following Program Year shall be reduced
bv a fraction, to be expressed as a nercentage, where the numerator is the number
of days in that calendar year in which the Affordable Housing Commitment was
met and the denominator is 365.
6.5. Failure to Pay City Taxes.
An event of default shall occur under this Agreement if any City taxes on
the Development Property (other than on residential condominium units located
within the Required Improvements and owned by a person or entity that is
unaffiliated with Developer) or arising on account of Developer's operations on
the Development Property become delinquent and Developer does not either pay
such taxes or properly follow the legal procedures for protest and/or contest of
any such t�es. In this event, the City shall notify Developer in writing and
Developer shall have thirty (30) calendar days to cure such default. If the default
has not been fully cured by such time, the City shall have the right to terminate
this Agreement immediately by providing written notice to Developer and shall
have all other rights and remedies that may be available to it under the law or in
equity.
6.6. Violations of City Code, State or Federal Law.
An event of default shall occur under this Agreement if any written
citation is issued due to the occurrence of a violation of a material provision of the
City Code on the Development Property or on or within any improvements
thereon (including, without limitation, any violation of the City's Building or Fire
Codes and any other City Code violations related to the environmental condition
of the Development Property; the environmental condition other land or waters
which is attributable to operations on the Development Property; or to matters
concerning the public health, safety or welfare) and such citation is not paid or the
recipient of such citation does not properly follow the legal procedures for protest
and/or contest of any such citation. An event of default shall occur under this
Agreement if the City is notified by a governmental agency or unit with
appropriate jurisdiction that the Developer, a successor in interest, any third party
with access to the Development Property pursuant to the express or implied
permission of Developer, a successor in interest, or the City (on account of the
Required Improvements or the act or omission of any pariy other than the City on
or after the effective date of this Agreement) is in violation of any material state
or federal law, rule or regulation on account of the Development Property,
improvements on the Development Property ar any operations thereon (including,
without limitation, any violations related to the environmental condition of the
Development Property; the environmental condition other land or waters which is
attributable to operations on the Development Property; or to matters concerning
the public health, safeTy or welfare). Upon the occurrence of such default, the
: a�� ; �
Economic Development Program Agreement
between City of Fort Worth and Trinity Bluff Development, Ltd. (6-Story Development)
City shall notify Develoner in writing and Develoner shall have (i) thirly (30)
calendar days to cure such default or (ii) if Developer has diligently pursued cure
of the default but such default is not reasonably curable within thirty (30) calendar
days, then such amount of time that the City reasonably agrees is necessary to
cure such default. If the default has not been fully cured by such time, the City
shall have the right to terminate this Agreement immediately by providing written
notice to Developer and shall have all other rights and remedies that may be
available to under the law or in equity.
6.7. Failure to Meet Construction Cost Snendin�, Sunnlv and Service
Spendin�, Emplovment and/or Affordable Housing Commitments;
Additional Investment.
If (i) Developer fails to meet the Fort Worth Construction Commitment,
the MlWBE Construction Commitment, the Employment Commitment or the
Supply and Service Spending Commitment; (ii) the full Additional Investment to
the Impacted Area is not met; or (iii) residential units in one but not both
Buildings are converted from rental apartments to condominiums, such event
shall not constitute a default hereunder ar provide the City with the right to
terminate this Agreement, but, rather, shall only serve to reduce the amount of the
Program Grants that the City is required to pay pursuant to this Agreement,
whether by factoring such failure into the Base Grant Amount, as provided by
Sections 5.2.1 and 5.2.2; by reducing the amount of the Program Grant payment
that would otherwise have been payable in a given Program Year, as provided by
Section 5.2.3; or by suspending the amount or payment of the Program Grant
payment that would otherwise have been payable in a given Program Year, as
provided by Section 6.4.
6.8. Failure to Submit Reports.
If Developer fails to submit a report as required by and in accordance with
Sections 4.7.3, 4.7.4 or 4.7.5, the City's obligation to pay any Program Grant shall
be suspended until Developer has provided all required reports.
6.9. General Breach.
Unless stated elsewhere in this Agreement, Developer shall be in default
under this Agreement if Developer breaches any term or condition of this
Agreement. In the event that such breach remains uncured after thirty 930)
calendar days following receipt of written notice from the City referencing this
Agreement (or, if Developer has diligently and continuously attempted to cure
following receipt of such written notice but reasonably requires more than thirty
(30) calendar days to cure, then such additional amount of time as is reasonably
necessary to effect cure, as determined by both parties mutually and in good
faith), the City shall have the right to terminate this Agreement immediately by
providing written notice to Developer.
Fag� 19
Economic Development Program Agreement
between City of Fort Worth and Trinity Bluff Development, Ltd. (6-Story Development)
7. INDEPENDENT CONTRACTOR.
It is expressly understood and agreed that Developer shall operate as an
indenendent contractor in each and every respect hereunder and not as an agent,
representa.tive or employee of the City. Developer shall have the exclusive right to
control all details and day-to-day operations relative to the Development Property and
any improvements thereon and shall be solely responsible for the acts and omissions of
its officers, agents, servants, employees, contractors, subcontractors, licensees and
invitees. Developer acknowledges that the doctrine of respondeat superior will not apply
as between the City and Develoner, its ofFicers, agents, servants, emuloyees, contractors,
subcontractors, licensees, and invitees. Developer further agrees that nothing in this
Agreement will be construed as the creation of a partnership or joint enterprise between
the City and Developer.
8. INDEMNIFICATIO�1.
DEVELOPER, AT NO COST TO THE CITY, AGREES TO DEFEND,
INDEMNIFYAND HOLD THE CITY ITS OFFICERS. AGENTS SERYANTS AND
EMPLOYEES, HARMLESS AGAINST ANY AND ALL CI,AIMS, LAWSUITS,
ACTIONS, COSTS AND EXPENSES OF ANY %IND, INCLUDING, BUT NOT
LIMITED TO, THOSE FOR PROPERTY DAMAGE OR LOSS {INCL UDING
ALLEGED DAMAGE OR LOSS TO DEVELOPER'S BUSINESS' AND ANY
RESULTING LOST PROFITS) AND/OR PERSONAL INJURY, INCLUDING
DEATH. THAT MAY RELATE TO, ARISE OUT OF OR BE OCCASIONED BY (i)
DEVELOPER'S BREACH OF ANY OF THE TERMS OR PROVISIONS OF THIS
AGREEMENT OR (ii) ANY NEGLIGENT ACT OR OMISSION OR INTENTIONAL
MISCONDUCT OF DEVELOPER, ITS OFFICERS, AGENTS, ASSOCIATES,
EMPLOYEES, CONTRACTORS (OTHER TI�AN THE CIT� OR
SUBCONTRACTORS, RELATED TO THE REQUIRED IMPROVEMENTS OR
THE PERFORMANCE OF THIS AGREEMENT.
9. NOTICES.
All written notices called for or required by this Agreement shall be addressed to
the following, or such other party ar address as either party designates in writing, by
certified mail, postage prepaid, or by hand delivery:
� 4s� 2�
Economic Development Program Agreement
between City of Fort Worth and Trinity Bluff Development, Ltd. (6-Story Development)
Citv:
City of Fort Worth
Attn: Citv Mana�er
1000 Throckmorton
Fort Worth, TX 76102
with copies to:
the Citv Attornev and
Economic/Community Development
Director at the same address
10. ASSIGNMENT AND SUCCESSORS.
DevQlp�e�;
Trinity Bluff, Ltd.
Attn: Tom Struhs
Trinity Bluff Dev. Management, LLC
2801 Bledsoe St.
Fort Worth, TX 76107
with a copy to:
Brian T. McCabe
Cantey & Hanger, L.L.P.
400 West 15th St., Suite 200
Austin, TX 76701
Developer may at any time assign, transfer or otherwise convey any of its rights
or obligations under this Ageement to Lincoln Pronerty Southwest, Inc. or an affiliate
thereof so long as Lincoln Property Southwest, Inc. or the affiliate thereof is the owner in
fee simple of the Development Property, including the Required Improvements, and with
the understanding that Develoner shall nrovide written notice to the City within thirty
(30) calendar days thereafter of the name and telephone number of a contact person with
Lincoln Property Southwest, Inc. or the affiliate thereof. For purposes thereof, an
"affiliate of Lincoln Pronerty Southwest, Inc." shall mean any entity under common
control with, controlled by or controlling Lincoln Property Southwest, Inc. Far purposes
of this definition, "control" means fifty percent (50%) ar more of the ownership
determined by either value or vote. Otherwise, Develoner may not assign, transfer or
otherwise convey any of its rights or obligations under this Agreement to a new Developer
of the Development Property and/or Required Improvements without the prior consent of
the City Council, which consent shall not be unreasonably withheld, conditioned on (i) the
prior approval of the assignee ar successor and a finding by the City Council that the
proposed assignee or successor is financially capable of ineeting the terms and conditions
of this Agreement and (ii) prior execution by the nronosed assignee or successor of a
written agreement with the City under which the proposed assignee or successor agrees in
writing to assume all covenants and obligations of Developer under this Agreement. Any
attempted assignment without the City Council's nrior consent shall constitute grounds far
termination of this Agreement and the Abatement granted hereunder following ten (10)
calendar days of receipt of written notice from the City to Developer. Any lawful assignee
or successor in interest of Developer of all rights under this Agreement shall be deemed
"Developer" for all purposes under this Agreement.
� �� 21
Economic Development Program Agreement
between City of Fort Worth and Trinity B1uffDevelopment, Ltd. (6-Story Development)
ll. COMPLIANCE WITH LAWS, ORDINANCES, RULES AND
REGULATIONS.
This A�reement will be subiect to all annlicable 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.
12. GOVERNMENTAL POWERS.
It is understood that by execution of this Agreement, the City does not waive or
surrender any of it governmental powers or immunities.
13. NO WAIVER.
The failure of either party to insist upon the perFormance of any term or provision
of this A�reement or to exercise anv ri�ht �ranted hereunder shall not constitute a waiver
of that party's right to insist upon appropriate performance or to assert any such right on
any future occasion.
14. VENUE AND JURISDICTION.
If any action, whether real or asserted, at law or in equity, arises on the basis of
anv nrovision of this A�reement. venue for such actio� shall lie in sta.te courts located in
Tarrant County, Texas or the United States District Court for the Northern District of
Texas — Fort Worth Division. This Agreement shall be construed in accordance with the
laws of the State of Texas.
15. NO THIRD PARTY RIGHTS.
The provisions and conditions of this Agreement are solely for the benefit of the
City and Developer, and any lawful assign or successor of Developer, and are not
intended to create any rights, contractual or otherwise, to any other person or entity.
16. FORCE MAJEURE.
It is expressly understood and agreed by the parties to this Agreement that if the
performance of anv obli�ations hereunder is delayed by reason of war. civil commotion.
acts of God, inclement weather, governmental restrictions, regulations, ar interferences,
acts of the other party, its affiliates/related entities and/or their contractors, or any actions
or inactions of third parties or other circumstances which are reasonably beyond the
control of the party obligated or pernutted under the terms of this Agreement to do or
. ��� ��
Economic Development Program Agreement
beriveen City of Fort Worth and Trinity BluffDevelopment, Ltd. (6-Story Development)
perform the same, regardless of whether any such circumstance is similar to any of those
enumerated or not, the party so obligated or permitted shall be excused from doing or
performing the same during such period of delay, so that the time period applicable to
such design or construction requirement shall be extended for a period of time equal to
the period such party was delayed. Notwithstanding anything to the contrary herein, it is
specifically understood and agreed that Developer's failure to obtain adequate fmancing
to complete the Required Improvements by the Completion Deadline shall not be deemed
to be an event of force majeure and that this Section 16 shall not operate to extend the
Completion Deadline in such an event.
17. INTERPRETATION.
In the event of any dispute over the meaning or application of any provision of
this Agreement, this Agreement shall be interpreted fairly and reasonably, and neither
more strongly for or against any party, regardless of the actual drafter of this Agreement.
18. CAPTIONS.
Captions and headings used in this Agreement are for reference purposes only and
shall not be deemed a part of this Agreement.
19. ENTIRETY OF AGREEMENT.
This Agreement, including any e�ibits attached hereto and any documents
incorporated herein by reference, contains the entire understanding and agreement
between the City and Developer, and any lawful assign and successor of Developer, 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 shall 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.
20. COITNTERPARTS.
This Agreement may be executed in multiple counterparts, each of which shall be
considered an original, but all of which shall constitute one instrument.
Page 23
Economic Development Program Agreement
between City of Fort Worth and Trinity B1uffDevelopment, Ltd. (6-Story Development)
EXECUTED as of the last date indicated below:
CITY OF FORT WORTH:
By: Q��� -'��'�' --�
Dale Fisseler
Assistant City Manager
Date: �� /� ��
APPROVED AS TO FORM AND LEGALITY:
By. � �
Peter Vaky
Assistant City Attorney
M&c: C-2 �5�� 7-25-06
1':.f.l:�.;i�ti�ri. S:'s'�'
r
i:�L`��'e�' HeiAc'iri��: - -
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TRINITY BLUFF DEVELOPMENT,
LTD:
By: Trinity Bluff Development
Management, LLC, a Texas limited
liability company and its sole general
partne
Y�
Tom Stru s
Manager
Date: �
Page 24
Economic Development Program Agreement
between City of Fort Worth and Trinity Bluff Development, Ltd. (6-Story Development)
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EXHIBITS
"A-1" — Legal Description and Map DepicNng the Development Property
"A-2" — Legal Description and Map Depicting the Impacted Area
"B" — Depiction of Required Improvements
"C" — Map of Central City
"D" — Chart Depicting Annual Income Threshold
Economic Development Program Agreement
between City of Fort Worth and Trinity Bluff Development, Ltd. (6-Story Development)
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1 ` `93.59' s �t•�>.� �_ — — — 161.16' �, �
- � S89'25'S8"W S89'25'S8"W �QE° I
STORM DRFUN EASEMENT BLOCK 2 LO ( 13 �I� ��,t
• PEtt vo�uME----, ELIZABETH GOUNAH'S ADOITION ��`' �� �
PAGE---- G, PAGE 296 "c� �
R.R.T.C.T. N89'25'58"E P.R.T.C,T. N89'25'58"E ..
` 97_.G7' 14�3.1�' ��o � — — — —
o�� ��U
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� ` � N�9`25'S8"E �
JITY BLUFF � � � � � � a.z�� �/
�DDITION 1 N � \ ��yZ�� , �� BLOCK 6 '� t�
OF AN ACRE �`r � � A?o��� � Qa �or 2
-� x TRINITY BLUFf �
BLOCK 6 � N_ � � c� � O�r �' rn ' W � ADDITION P m n o- I
TRIN TOYT BLUFF 1 � �� mZ � � 01 w j CABINET A, SLIDE 9� Z C '
N �a 10551 ry�"r
ADDITION � � � � LLo P.R.T.C.T. �y""
IMUM FINISHED FLOOR , ` ir ��j� o Z �a < I
9NETTIONSLDE510551 I �r/j�� `�' `M"1 �a LOT 2R ��'v "' I
r
P.R.T.C.T. 3� t���i! '. BLOCK 6��� � �� �
�
LOT9 � I ol. ��%� �' TRINITY m�� " �
— EASEMENT TO � l.0"i 7°; Z� m � �
:ANT COUNTY WATER CONTROL � I-ip `A� �3LOG< b � BLUFF Z��
IMPROVEMENT DISTRICT N0. 1 1 � N� 7{ZINITY �/% p� '
ME 2527, PAGE 591 D.R.T.C.T. I� ADDI�TON v ADDITION �,��� __,cl��'— —
3.45 �1 5�• 0.35ACRE Ar� � �. 7UJ �F � 0 1
N0837'16"W " `
�55t P.R.T.C.T. 25.25' � � 75.66' __. -.� �N AC R E 25 p' 1�`� ��'
S89'25' S8"Vd
I � �� 10' SANITARY SEWER �` �
EASEMENT TO ,U�C� ���'T — — — — — 9
TARRANT CWNTY WATER CONTROL I I 1 � 14S.HS� __ / I
— —1�/_� I
AND IMPROVEMENT OISTRICT N0. 1 I I 1 !� S89'25'S8 w TO � _-.
VOLUt�E 2527, PAGE 573 D.R.T,C.T.
� � ZO 91 � � `'Q�n MARION BURDA YOL. 8439, `� �-- - .
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_ rCaunty, Tz:.as anC o parl�on af 6locks A antl B of EVA�IS AII� / / _
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Map of Central City
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Exhibit "D"
ANNUAL INCOME THRESHOLD
Economic Development Program Agreement
between City of Fort Worth and Trinity Bluff Development, Ltd. (6-Story Development)
Page 1
City of Fort Worth, Texas
Mayor and Council Communication
COUNCIL ACTION: Approved on 7/25/2006
DATE: Tuesday, July 25, 2006
LOG NAME: 17BLUFF2
REFERENCE NO.: C-21586
SUBJECT:
Authorize Execution of Economic Development Program Agreements with Trinity Bluff
Development, Ltd. for powntown Residential Projects
RECOMMENDATION:
It is recommended that the City Council:
1. Authorize the City Manager to execute the attached Economic Development Program Agreements
(subject to non-material final changes agreed to by the parties) with Trinity Bluff Development, Ltd. for a
downtown residential project; and
2. Find that the terms and conditions of the Agreement, as outlined below, and in the recitals of the
Agreement, constitute a custom-designed economic development program, as recommended by the 2006
Comprehensive Plan and authorized by Chapter 380 of the Texas Local Government Code.
DISCUSSION:
Under the proposed Economic Development Program Agreements, Trinity Bluff Development, Ltd., working
with Lincoln Property Southwest, Inc. (collectively, the Developer), has committed to construct two
apartment complexes on property just northeast of downtown, with approximately 490 units for lease with
5% of the apartments set aside for lease at affordable rates to qualifying households earning no more than
80% of the area median income, per HUD standards, (collectively, the Development). The two projects will
be subject to the incentives available in the attached agreements.
The first of the two projects and agreements involves the construction of approximately 200 apartments with
a minimum investment of $23.0 million in two 6-story buildings (the Six-Story development) by December
31, 2009. Failure to meet the minimum investment requirement is an event of default which terminates the
agreement. In addition to the investments required with this project, the Developer is required to make
investments in new construction (other than these projects) within the Trinity Bluff area of the Trinity Vision
TIF of at least 58% of the costs associated with constructing the Six-Story Development. For example, if
only the minimum required $23.0 million is spent on construction, then additional investments of a minimum
of $13.34 million in must be made within the Trinity Vision TIF area of the Trinity Bluff development.
The second of the two projects and agreements involves the construction of approximately 290 apartments
with a minimum investment of $26.7 million in four-story buildings that wrap around a central parking
structure (the Four-Story Development) by December 31, 2011. Failure to meet the minimum investment
requirement is an event of default which terminates the agreement associated with this project. In addition
to the investments required with this project, the Developer is required to make investments in new
construction (other than these projects) within the Trinity Bluff area of the Trinity Vision TIF of at least 58%
of the costs associated with constructing the Four-Story Development. For example, if only the minimum
required $26.7 million is spent on construction, then additional investments of a minimum of $15.486 million
must be made within the Trinity Vision TIF area of the Trinity Bluff development.
http://www.cfwnet.org/council�acket/Reports/mc�rint.asp 1/16/2007