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CONTRACT NO. zc�-✓z
AMENDMENT NO. 2 TO
AMENDED AND RESTATED
ECONOMIC DEVELOPMENT PROGRAM AGREEMENT
(CITY SECRETARY CONTRACT NO. 35326)
This AMENDMENT NO. 2 TO AMENDED AND RESTATED ECONOMIC
DEVELOPMENT PROGRAM AGREEMENT (CITY SECRETARY CONTRACT NO.
35326) ("Amendment") is made and entered into by and between the CITY OF FORT
WORTH ("City"), a home rule municipal corporation organized under the laws of the State of
Texas, and LPC TRINITY PARKS LP ("Developer"), a Texas limited partnership whose sole
general partner is LPC Trinity Bluff Phase II-III LP, a Texas limited partnership, whose sole
general partner is Lincoln No. 2049, Inc., a Texas corporation.
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 Amendment:
A. The City and Trinity Bluff Development, Ltd. ("Trinity Bluff') previously
entered into an Economic Development Program Agreement for construction on one of two (2)
separate parcels of real property on the north side of the City's downtown (the "Development
Property") of a 3-story apartment development containing at least sixty-five (65) units (the
"Required Improvements"). This Economic Development Program Agreement, a public
document on file in the City Secretary's Office as City Secretary Contract No. 35326, as
amended by City Secretary Contract No. 35326-A1 (collectively, the "Agreement"). The
Agreement is a companion to another Economic Development Program Agreement between the
City and Trinity Bluff for construction on the other parcel of the Development Property of a 4-
story apartment development containing at least two hundred ninety-nine (299) units (the "Four-
Story Development 380 Agreement"), a public document on file in the City Secretary's Office
as City Secretary Contract No. 35327, as amended by City Secretary Contract No. 35327-A1.
B. Developer subsequently purchased the Development Property from Trinity Bluff. In
accordance with the Agreement and pursuant to that certain Assignment and Assumption of
Amended and Restated Economic Development Program Agreement between Trinity Bluff and
Developer, dated on or about May 30, 2007, Trinity Bluff assigned all of its right, title, and interest
in the Agreement to Developer.
C. The Agreement provides for the City to pay Developer certain economic
development program grants based on Developer's attainment of certain commitments outlined
in Section 4 of the Agreement. One of those commitments, the Employment Commitment,
requires that the greater of one (1) Full-time Job or twenty-five percent (25%) of all Full-time
Jobs associated with the Required Improvements be held by Central City Residents. Another of
those commitments, the Supply and Service Spending Commitment, requires Developer to spend
in the Second Operating Year and in each year thereafter the greater of (i) $30,000 in annual
Supply and Service Expenditures or (ii) twenty-five percent (25%) of all Supply and Service
Page 1 of 4 rOFF17CIAL RECORDAmendment No.2 to CSC No.35326
Amended and Restated Economic Development Program Agreement with LPC Trinity Parks LP CRETARY04-24-12 P03: 03 iN RTH,TX
Expenditures in a given calendar year with Fort Worth Certified M/WBE Companies. "Supply
and Service Expenditures" are defined in Section 2 of the Agreement as "those local
discretionary costs expended by Developer directly for the operation and maintenance of the
Required Improvements." The Four-Story Development 380 Agreement contains an identical
Employment Commitment and an identical Supply and Service Spending Commitment
applicable to the Four-Story Development.
D. Developer operates the Required Improvements and the Four-Story Development as
a single property. Therefore, in order to simplify the mechanics of ascertainment as to whether the
Employment Commitment and the Supply and Service Spending Commitment has been met under
the Agreement in any given year, the parties wish to amend both the Agreement and the Four-
Story Development 380 Agreement to provide for a single Employment Commitment and a
single Supply and Service Spending Commitment that applies to both parcels of the
Development Property.
NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged,the City and Developer agree as follows:
1. The definition of "Supply and Service Expenditures", as set forth in Section 2 of the
Agreement, is hereby amended to read as follows:
Supply and Service Expenditures means those local discretionary costs
expended by Developer directly for the operation and maintenance of both the
Required Improvements and the Four-Story Development.
2. Section 4.4. of the Agreement (Employment Commitment for Central City Residents) is
hereby amended to read as follows:
4.4. Employment Commitment for Central City Residents.
Throughout the Second Operating Year and each year thereafter, the
greater of(i) two (2) Full-time Jobs 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"). Full-time
Jobs provided on the Development Property and counted for purposes of
measuring attainment of the Employment Commitment under the Four-Story
Development 380 Agreement may also be counted for purposes of measuring
attainment of the Employment Commitment hereunder.
3. Section 4.5 of the Agreement (Supply and Service Spending Commitment for Fort Worth
Certified M/WBE Companies) is hereby amended to read as follows:
Page 2 of 4
Amendment No. 2 to CSC No.35326
Amended and Restated Economic Development Program Agreement with LPC Trinity Parks LP
4.5. Supply and Service Spending Commitment for Fort Worth Certified
M/WBE Companies.
In the Second Operating Year and in each year thereafter, Developer will
spend the greater of (i) $60,000.00 in Supply and Service Expenditures or (ii)
twenty-five percent (25%) of all Supply and Service Expenditures, regardless of
the total amount of Supply and Service Expenditures made in the year in question,
with Fort Worth Certified M/WBE Companies (the "Supply and Service
Spending Commitment"). Supply and Service Expenditures counted for
purposes of measuring attainment of the Supply and Service Spending
Commitment under the Four-Story Development 380 Agreement may also be
counted for purposes of measuring attainment of the Supply and Service Spending
Commitment hereunder.
4. Section 5.2.3.1 of the Agreement (Failure to Meet Employment Commitment) is hereby
amended to read 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 pursuant to this Section 5.2.3, shall
be reduced by $10,000.00 for each Full-time Job by which the Employment
Commitment was not met. Any such reduction pursuant to this Agreement shall
not negate a similar reduction to the Program Grant payable pursuant to the Four-
Story Development 380 Agreement.
5. Section 5.2.3.2 of the Agreement (Failure to Meet Supply and Service Spending
Commitment) is hereby amended to read as follows:
5.2.3.2. Failure to Meet Supply and Service Spending 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. Any such reduction pursuant to this
Agreement shall not negate a similar reduction to the Program Grant payable
pursuant to the Four-Story Development 380 Agreement.
Page 3 of 4
Amendment No.2 to CSC No.35326
Amended and Restated Economic Development Program Agreement with LPC Trinity Parks LP
6. All terms in this Amendment that are capitalized but not defined shall have the meanings
assigned to them in the Agreement.
7. All terms and conditions of the Agreement that are not expressly amended pursuant to
this Amendment shall remain in full force and effect.
EXECUTED in multip "I t date indicated below:
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CITY OF FORT WORT I Via° % C TRINITY PARKS LP:
A
oa °a° :#y: LPC Trinity Phase II-III LP, a Texas
°O°0000°° pq limited liability company and its sole
�t1 �'YA .tea general partner:
f. 1 By: Lincoln No. 2049, Inc., a Texas
corporation and its sole general
partner:
By: <�t�i By: A A�&44-IL
Fernando Costa a e:
Assistant City Manager Tine:
Date: a//—.Z Date: L4 (-7 1 a
APPROVED AS TO FORM AND LEGALITY:
By: gzm: O
Peter Vaky
Deputy City Attorney
M&C: C-2 SS 1!f 9--2 7-12-.
OFFICIAL RECORD
CITY SECRETARY
FT.WORTH,TX
Page 4 of 4
Amendment No.2 to CSC No. 35326
Amended and Restated Economic Development Program Agreement with LPC Trinity Parks LP
N&C Review Page 1 of 2
Official site of the City of Fort Worth,Texas
CITY COUNCIL AGENDA Fbia%ffH
COUNCIL ACTION: Approved on 3/27/2012
DATE: 3/27/2012 REFERENCE NO.: ""C-25514 LOG NAME: 17TBAMEND2
CODE: C TYPE: CONSENT PUBLIC NO
HEARING:
SUBJECT: Authorize Execution of Amendment No. 2 to Economic Development Program
Agreements, City Secretary Contract Nos. 35326 and 35327 with LPC Trinity Parks L.P.,
for the Trinity Bluff Project—Phase II & III, to Provide for a Single Supply and Service
Spending Commitment and Employment Commitment for Both Agreements(COUNCIL
DISTRICT 9)
RECOMMENDATION:
It is recommended that the City Council execute Amendment No. 2 to Economic Development
Program Agreements, City Secretary Contract Nos. 35326 and 35327 with LPC Trinity Parks L.P., for
the Trinity Bluff Project — Phase II & III, to provide for a single Supply and Service Spending
Commitment and Employment Commitment for both Agreements.
DISCUSSION:
On May 15, 2007, the City Council authorized execution of Amended and Restated Economic
Development Program Agreements with Trinity Bluff Development, Ltd., outlining the terms and
conditions for the construction of a three-story apartment complex consisting of 65 apartment units
(City Secretary Contract No. 35326)and a four-story apartment complex consisting of 299 apartment
units (City Secretary Contract No. 35327)on the development property. On May 30, 2007, Trinity
Bluff Development, Ltd., assigned its rights and obligations under the Economic Development
Program Agreements to LPC Trinity Parks LP.
The construction occurred on two separate parcels of real property on the north side of the City's
downtown (Development Property). The Agreements provide for the City to pay the Developer certain
Economic Development Program Grants based on the Developer's attainment of certain
commitments outlined in the Agreement. The Supply and Service Spending Commitment requires the
Developer to spend in the second operating year and in each year thereafter the greater of(i)
$30,000.00 in annual supply and service expenditures or(ii)25 percent of all supply and service
expenditures in a given calendar year with Fort Worth certified M/ BE companies. The Employment
Commitment requires the Developer to have the greater of(i)one full-time job on the Development
Property or(ii) 25 percent of all full-time jobs, regardless of the total number of full-time jobs provided
on the Development Property, held by Fort Worth Central City residents. These commitments apply
individually to each Agreement and no expenditure or employment figure counted for purposes of one
Agreement can be counted for purposes of measuring the commitments under the other Agreement.
However, the Developer operates the two apartment complexes as a single property. There is one
contract for provision of supplies and services for both complexes and the same employees tend to
both complexes. Therefore, in order to simplify the mechanics of verification as to whether the Supply
and Service Spending Commitment and the Employment Commitment have separately been met
under each Agreement in any given year, Staff recommends amending both Agreements to provide
for a single Supply and Service Spending Commitment and a single Employment Commitment that
applies to both parcels of the Development Property. The new Supply and Service Spending
Commitment will increase to a minimum of(i)$60,000.00 in annual supply and service expenditures
or(ii)25 percent of all supply and service expenditures from both parcels. The new Employment
http://apps.cfwnet.org/council_packet/mc review.asp?ID=16628&councildate=3/27/2012 3/28/2012
M&C Review Page 2 of 2
Commitment will increase to a minimum of two full-time jobs on the Development Property. All other
terms and conditions of the Agreements will remain the same.
Both projects are completed and are in their second year of benefit.
The projects are located in Council District 9.
FISCAL INFORMATION/CERTIFICATION:
The Financial Management Services Director certifies that this action will have no material effect on
City funds.
TO Fund/Account/Centers FROM Fund/Account/Centers
Submitted for City Manager's Office by: Fernando Costa (6122)
Originating Department Head: Jay Chapa (5804)
Additional Information Contact: Robert Sturns (8003)
ATTACHMENTS
http://apps.cfwnet.org/council_packet/mc_review.asp?ID=16628&councildate=3/27/2012 3/28/2012