HomeMy WebLinkAboutContract 57404 CSC No. 57404
ECONOMIC DEVELOPMENT PROGRAM AGREEMENT
This ECONOMIC DEVELOPMENT PROGRAM AGREEMENT ("Agreement')s
entered into by and between the CITY OF FORT WORTH ("City"),a home rule municipality
organized under the laws of the State of Texas, and EVANS ROSEDALE,INC. ("Company"), a
Delaware corporation.
RECITALS
The City and Company agree that the following statements are true and correct and
constitute the basis upon which the City and Company have entered into this Agreement:
A. The Historic Southside neighborhood and the area in and around the intersections
of Evans Avenue and Rosedale Street played a vital role in Fort Worth's African-American
community and the City of Fort Worth,as a whole, during the first half of the twentieth century.
B. The area housed numerous businesses and well-known music venues as well as
Our Mother of Mercy, a private school facility for African Americans that educated a number of
neighborhood children who went on to become professionals, and was home to a number of
prominent members of the African-American community,including Dr.R.A Ransom,who opened
one of the first African-American hospitals in Fort Worth and the State of Texas.
C. Over time,commercial patterns changed,more affluent individuals left the area in
favor of new suburban developments, and the area began to suffer a severe economic decline.
D. The City has long sought to redevelop the area in a way that is sensitive to its
historic roots and that takes into account its importance to the community.
E. As early as 1998,the City undertook efforts to revitalize the area by applying for
a $7.5 million Section 108 Loan Guarantee from the Department of Housing and Urban
Development(M&C C-16898),which was awarded and later modified to support the development
of a new public health/code compliance facility and library in the area (M&C C-19859; CSC
32336).
F. Other progress toward redevelopment includes the creation of a new plaza and
streetscape as called for in the area's October 2000 Vision Plan,designation of the area as an urban
village, and establishment of the Evans & Rosedale Urban Village Master Plan.
G. In concert with the revitalization efforts over the years,the City, the Fort Worth
Housing Finance Corporation ("HFC"), and the Fort Worth Local Development Corporation
("LDC") have collectively amassed a total of thirty-six parcels of real property in the area
("Development Site"),undertaken environmental assessment and remediation, and rezoned land
in an effort to facilitate redevelopment.
a A few small-scale private development and redevelopment projects have been
successfully undertaken in the area, but larger redevelopment projects have failed to come to
fruition due to a variety of factors,including cyclical ec onomic downturns and lack of support from
the neighborhood.
OFFICIAL RECORD
CITY SECRETARY
FT.WORTH,TX
Economic Development Program Agreement
between City offort Worth and
Evan Rosedale Development GP,LLC 1 of35
L In December of 2018,the City,in concert with the HFC and LDC,issued a Request
for Expressions of Interest(RFEI)seeking a Master Developer arrangement for the Property and
the area in and near the historic Evans & Rosedale Urban Village.
J. After a lengthy review and negotiation process that included extensive stakeholder
and community input but that was substantially prolonged due to the negative impacts of the
COVID-19 pandemic, the City, HFC, LDC, and Board of Tax Increment Reinvestment Zone
Number 4,City of Forth Worth("TIF 4 Board") all took action to move forward with Company
as developer for an Evans and Rosedale Redevelopment and Affordable Housing Project,
consisting of the following: (1) a parking garage with at least 339 parking spaces ("Parking
Garage");(2)27,000 square feet of Commercial/Retail space;a cultural square,parks, and other
public spaces; and housing consisting of at least 292 multifamily units, and 28 live-work units
("Phase 1 Improvements");and(3)20 townhomes ("Phase 2 Improvements")(collectively,the
"Real Property Improvements").
K At least 20%of the total number of housing units in the Project will be affordable
housing.
L. As part of the Project,the City allocated$4,245,533.42 fromthe American Rescue
Plan Act, Subtitle M(Coronavirus State and Local Fiscal Recovery Funds)to pay fair market value
for the Property, consisting of thirty HFC properties ($3,595,977.13),five (5) LDC properties
($537,076.29), and one (1) City property ($112,500.00) (M&C 21-0810).
Nt The City agreed to convey all of the Property to Company for the Project in
exchange for nominal monetary consideration of$1.00 per Property plus the granting of deeds of
trust covering all property to ensure the Property is used for the development and continued
operation of affordable housing fora period of at least fifteen(15)years from the date of issuance
of the certificate of occupancy.
N. In further support of the Project,the City also authorized an economic development
program agreement with Company, with the aggregate value of all grant payments capped at a
gross amount of$9,000,000.00 and the amount of grant payments to actually be awarded being
made contingent on Company meeting certain specifically identified investment,development,and
employment criteria.
O. The TIF 4 Board agreed to provide funding to the Central City Local Government
Corporation("CCLGC")in an amount up to$6,500,000.00 to fund the acquisition of an easement
for Parking Garage and secure public parking spaces, which easement will be owned by the
CCLGC and permit CCLGC to lease the Parking Garage to Company for operations and
maintenance and to benefit the Project.
P. The TIF 4 Board also agreed to provide funding to Company in an amount not to
exceed $500,000.00 for sidewalks and walkways, streetscape improvements, street lights and
landscaping within public rights-of-way and otherpublicly accessible spaces,and enhancements to
plaza and park spaces in and around Evans Avenue Plaza, all of which are improvements that will
benefit the Project ("Company TIF Agreement").
Q. The Real Property Improvements and Company's operations therein will benefit
the City by increasing the scope of an important mixed-use development in the City with significant
opportunities for employment and tax base growth.
Economic Development Program Agreement
between City offort Worth and
Evan Rosedale Development GP,LLC 2 of35
R As recommendedbv the City's 2021 Comprehensive Plan, adopted by the Citv
Council pursuant to Ordinance No. 24732-032021 ("Comprehensive Plan"), and in accordance
with Resolution No. 5338-01-2021 ("Policv").the Citv has established an economic development
program pursuant to which the City will, on a case-by-case basis, offer economic incentives
authorized by Chapter 380 of the Texas Local Government Code that include monetary loans and
grants of public money,as well as the provision of personnel and services of the City,to businesses
and entities that the City Council determines will promote state or local economic development and
stimulate business and commercial activity in the City in return for verifiable commitments from
such businesses or entities to cause specific employment and other public benefits to be made or
invested in the City ("380 Program").
S. The City Council has determined that the feasibility of the proposed development
project described herein is contingent on Company's receipt of the Program Grants.
T. The City Council has determinedthat the development anduse of the Real Property
Improvements will benefit and stimulate the local economy and that the 380 Program is an
appropriate means to achieve this project.
U. In addition,the City Council has determined that,by entering into this Agreement,
the potential economic benefits that will accrue to the City are consistent with the City's economic
development objectives, as outlined in the Comprehensive Plan.
V. This Agreement is authorized by Chapter 380 of the Texas Local Government
Code.
NOW, T ERF.FORE, in consideration of the mutual benefits and promises contained
herein and for other good and valuable consideration,the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows:
AGREEMENT
1. INCORPORATION OF RECITALS
The City Council has found, and the City and Company hereby agree,that the recitals set
forth above are true and correct and form the basis upon which the parties have entered into this
Agreement.
2. DEFINITIONS
In addition to other terms defined in the body of this Agreement,the following terms will
have the definitions ascribed to them as follows:
380 Program has the meaning ascribed to it in Recital R.
Affiliate means all entities, incorporated or otherwise, controlled by or under common
control with Company. For purposes of this definition, "control"means possession,directly or
indirectly, of the power to direct or cause the direction of the management policies of such
Company,whether through the ownership of voting securities,by contract or otherwise;provided,
however,that any entity that has the right to approve,disapprove or otherwise consent to certain
major decisions shall not be deemed to have Control solely as a result of such rights.
Economic Development Program Agreement
between City of Fort Worth and
Evan Rosedale Development GP,LLC 3 of35
Aggregate Development Site Sales Tax Payment has the meaning ascribed to in Section
4.6.2.
AMI has the meaning ascribed to it in Section 6.1.2.
Base Grant Percentage has the meaning ascribed to it in Section 7.2.1.
Business Equity Firm(`BEF")has the meaning assigned to it in the City of Fort Worth's
Business Equity Ordinance (Chapter 20, Article X of the City Code), as amended.
BEF Construction Percentage has the meaning ascribed to it in Section 7.2.2.
BEF Construction Spending Commitment has the meaning ascribed to it in Section 4.2.
Commercial/Retail means Class A office space or a facility for the retail sale of
merchandise,food and beverage, or services,including by way of example but limited to, a retail
store,restaurant,entertainment use(e.g.,theater)or personal service use(e.g.,a health spa or beauty
salon),andtravel center/convenience store. Commercial/Retail space includes any accessory areas,
service corridors, management offices, or customer facilities that are incidental to or used for
Commercial/Retail use.
Comptroller means the Texas Comptroller for Public Accounts.
Comptroller Reports has the meaning ascribed to it in Section 4.6.2.
Development Site has the meaning ascribed to it in Recital G.
Development Site Personal Property Tax Revenues means City ad valorem taxes on
New Taxable Tangible Personal Property located on the Development Site. The taxable appraised
value of New Taxable Tangible Personal Property located on the Development Site for any given
year will be established solely by the appraisal district that has jurisdiction over the Development
Site at the time.
Development Site Purchase Agreements means,collectively(i) that certain Contract of
Sale and Purchase(Phase 1 Lots)dated on or about the date hereof by and between the City and
Phase 1 Property Owner,(ii)that certain Contract of Sale and Purchase(Phase 2 Lots)dated on or
about the date hereof by and between the City and Phase 2 Property Owner, and(iii) that certain
Contract of Sale and Purchase(722 Rosedale) dated on or about the date hereof by and between
the City and Phase 1 Property Owner,as such agreements may be amended in accordance with the
terms thereof.
Development Site Real Property Tax Revenues means City ad valorem taxes on the
Development Site and any improvements thereon, including the Real Property
Improvements,minus the taxes attributable to the base collective taxable appraised value of the
Development Site and all improvements thereon for the 2022 tax year. The taxable appraised value
of the Development Site and any improvements located thereon, including the Real Property
Improvements, for any given year will be established solely by the appraisal district that has
jurisdiction over the Development Site at the time.
Development Site Sales Tax Revenues means revenue received by the City from the one
percent(1%)available City sales tax that is presently in effect pursuant to Texas Tax Code Sections
Economic Development Program Agreement
between City offort Worth and
Evan Rosedale Development GP,LLC 4 of35
321.101(a) and 321.103, resulting from taxes collected by Development Site Users on Sales
transacted on the Development Site; provided, however,that Development Sales Tax Revenues
specifically excludes all revenues from(a) the Crime Control and Prevention District Sales Tax
imposed by the City pursuant to Texas Tax Code Section 323.105 and Texas Local Government
Code Section 363.005,as may be amended,and(b)the Transit Authority Sales Tax paid to the Ciy
by the Fort Worth Transportation Authority d/b/a Trinity Metro pursuant to City Secretary Contract
Number 19689,as previously or subsequently amended or restated, from the sales tax imposed by
the Fort Worth Transportation Authority pursuant to Texas Tax Code Chapter 322. If the City's
sales tax rate is ever decreased to the extent that the City receives available sales tax revenue based
on less than one percent(1%)sales tax,then the meaning of Development Sales Tax Revenues will
automatically be adjusted to equal the lesser percentage. If the City's sales tax rate is ever decreased
to the extent that the City receives available sales tax revenues based on less than one percent(1%)
sales tax and is then increased to a higher percentage whose use is not otherwise controlled,
regulated, restricted, or otherwise dedicated to a specific use by the City, then the Development
Sales Tax Revenues will be computed to reflect that increased percentage up to a maximum
aggregate of one percent (1%).
DevelopmentSite Usermeans any person or entity,including the property owner,and any
employee, agent, Tenant, or invitee thereof,that has the legal right to use or occupy or to conduct
Sales on any portion of the Development Site.
Director means the director of the City's Economic Development Department or that
person's authorized designee.
Effective Date has the meaning ascribed to it in Section 3.
Employment Commitment has the meaning ascribed to it in Section 4.3.1.
Employment Percentage has the meaning ascribed to it in Section 7.3.1.
Full-time Equivalent Job means a job on the Development Site provided to one or more
individuals by Company,Company's Affiliate, or a Development Site User for a total period of not
less than forty (40) hours per week.
Grocery Store has the meaning ascribed to it in Section 4.10.1.
Hard Construction Costs means the aggregate of the following costs expended or cause
to be expended by the Company or a Project Owner for the Real Property Improvements:actual
site development and construction costs (i.e.,labor and materials),contractorfees and other costs
charged by a contractor in connection with the performance of its work, but excludes land
acquisition costs paid by Company or a Project Owner for the various parcels that make up the
Development Site.
HUD has the meaning ascribed to it in Section 6.1.2.
Live-work Units means amix of both residential and commercialuse within one apartment
or townhouse unit. The commercial office or retail space must be at least 30%of the total square
footage, accessible from the sidewalk, and be utilized for commercial office or retail only.
New Job has the meaning ascribed to it in Section 4.3.2.
Economic Development Program Agreement
between City offort Worth and
Evan Rosedale Development GP,LLC 5 of35
New Taxable Tangible Personal Property means any personal property that(i)is subject
to ad valorem taxation by the City; (ii) is located on the Development Site;(iii) is owned or leased
by Company; and (iv) was not located in the City prior to the Effective Date of this Agreement.
Parking Garage has the meaning assigned to it in Recital J.
Phase 1 Affordable Housing Commitmenthas themeaning ascribedto it in section 6.1.2.
Phase 1 Certificate of Completion has the meaning ascribed to it in Section 5.1.
Phase 1 Completion Date means the date as of which(a)all occupiable space comprising
the Commercial/Retail portion of the Phase 1 Improvements has received at least a temporary or
permanent certificate of occupancy from the City for the shell building space;(b)all occupiable
space for Residential Units has received at least a temporary or final certificate of occupancy from
the City for residential operations; (c) the Parking Garage has received a temporary or final
certificate of occupancy; and (d) the City has approved and accepted any public improvements
associated with the Phase 1 Improvements, including but not limited to, park improvements.
Phase 1 Completion Deadline means the final day of the thirty-sixth month after the Phase
1 Start Date. After the Phase 1 Start Date is established per the terms of this Agreement,then the
parties will execute an addendum clearly setting forth the Phase 1 Completion Deadline. The Phase
1 Completion Deadline shall be subject to extension in accordance with Section 25.
Phase 1 Deed of Trust means the deed of trust encumbering the portion of the
Development Site upon which the Phase 1 Improvements will be constructed to be imposed by the
City under the terms of the Phase 1 Loan Agreement to be executed by the Phase 1 Property Owner
for the benefit of the City.
Phase 1 Improvements has the meaning ascribed to it in Recital J.
Phase 1 Loan Agreement means that certain loan agreement to be entered into by the City
and the Phase 1 Property Owner on or prior to the Phase 1 Start Date and concurrently with the
closing of the construction financing forthePhase 1 Improvements,pursuant to which the City will
require the Phase 1 Property Owner to comply with the Phase 1 Affordable Housing Commitment,
such loan and obligation which will be secured by the Phase 1 Deed of Trust and note.
Phase 1 Property Owner means Evans Rosedale Development Phase 1,LP,a Delaware
limited partnership, or an Affiliate.
Phase 1 Real Property Commitment has the meaning ascribed to it in Section 4.1.1.
Phase 1 Start Date has the meaning ascribed to it in Section 4.1.1, as may be extended in
accordance with Section 25.
Phase 2 Affordable Housing Commitment has the meaning ascribed to it in Section
6.1.3.
Phase 2 Completion Date means the date as of which all occupiable space for Residential
Units within the Phase 2 Improvements has received a temporary or final certificate of occupancy
from the City for residential operations.
Economic Development Program Agreement
between City offort Worth and
Evan Rosedale Development GP,LLC 6 of35
Phase 2 Completion Deadline means the final day of the eighteenth month after the Phase
2 Start Date. After the Phase 2 Start Date is established per the terms of this Agreement,then the
parties will execute an addendum clearly setting forth the Phase 2 Completion Deadline.
Phase 2 Certificate of Completion has the meaning ascribed to it in Section 5.2.
Phase 2 Deed of Trust means the deed of trust encumbering the portion of the
Development Site upon which the Phase 2 Improvements will be constructed to be imposed by the
City under the terms of the Phase 2 Loan Agreement to be executed by the Phase 2 Property Owner
for the benefit of the City.
Phase 2 Loan Agreement means that certain loan agreement to be entered into by the City
and the Phase 2 Property Owner on or prior to the Phase 2 Start Date and concurrently with the
closing of the construction financing for the Phase 2 Improvements,pursuant to which the City will
require the Phase 2 Property Owner to comply with the Phase 2 Affordable Housing Commitment,
such loan and obligation which will be secured by the Phase 2 Deed of Trust and note.
Phase 2 Improvements has the meaning ascribed to it in Recital J.
Phase 2 Property Owner means Evans Rosedale Development Phase 2, LP, a Delaware
limited partnership, or an Affiliate.
Phase 2 Real Property Commitmenthas the meaning ascribed to it in Section 4.1.2.
Phase 2 Start Date has the meaning ascribed to it in Section 4.1.2.
Policy has the meaning ascribed to it in Recital R.
Property Owners means,collectively,the Phase 1 Property Owner and Phase 2 Propetty
Owner, and individually each being a"Project Owner".
Program Cap means the maximum number of gross dollars comprising the sum of the
aggregate amount of all Program Grants paid by the City pursuant to this Agreement, as follows:
a. If Company meets the Phase 1 Improvement Commitment in a timely
manner,as verified in the Certificate of Completion,the Program Cap wil
equal Eight Million Dollars and Zero Cents ($8,000,000.00), gross.
b. If Company meets both the Phase 1 Improvement Commitment and the
Phase 2 Improvement Commitment in a timely manner,as verified in the
Certificates of Completion for each,the Program Cap will be increased to
equal an aggregate of Nine Million Dollars and Zero Cents
($9,000,000.00), gross
Program Grants means the annual economic development grants paid by the City to
Company in accordance with this Agreement and as part of the 380 Program.
Program Source Funds means an amount of City funds available for inclusion in a given
Program Grant that is payable in a given Program year,which will equal a percentage(calculated
in accordance with this Agreement) of the Development Site Real Property Tax Revenues,
Economic Development Program Agreement
between City offort Worth and
Evan Rosedale Development GP,LLC 7 of35
Development Site Personal Property Tax Revenues, and eighty percent(80%)of the Development
Site Sales Tax Revenues received by the City during the previous calendar year.
Purchase and Lease Agreement means an agreement between the CCLGC and Company
for the acquisition of a perpetual easement for, and lease back of, the Parking Garage.
Records has the meaning ascribed to it in Section 4.7.
Residential Units means residential apartments, townhomes, and live-work units.
Real Property Improvements has the meaning ascribed to it in Recital J.
Sales means all sales of merchandise(including gift and merchandise certificates),food,
alcohol, gasoline, services, and other receipts whatsoever of all business conducted in, on, or from
the Development Site, whether cash, credit, electronic, or any cryptocurrency (include, but not
limited to bitcoin), including mail, telephone, telefax, telegraph, internet, or catalogue orders
received or filled at or from the Development Site,deposits not refunded to purchasers,orders taken
(although such orders may be filled elsewhere), sales to employees, sales through vending
machines, or other devices. Sales does not include(a)any sums collected and paid for any sales or
excise tax imposed by any duly constituted governmental authority, (b) the exchange of
merchandise purchased on and returned to the Development Site, (c) the amount of returns to
shippers and manufacturers, or (d) the sale of any fixtures, furniture, or equipment.
Second Operating Year means the second full calendar year following the year in which
the Phase I Completion Date occurred.
Tenant means a tenant or licensee with the legal right to occupy any portion of the
Development Site under a lease, license, or other similar agreement.
Tenant Improvement Costs means Tenant allowances paid by Company and any Tenant
expenditures in excess of Tenant allowances for all costs associated with the design, construction,
and fixturization of a Tenant's premises, including, but not limited to, architectural, contractor,
engineering, and design fees, building materials and work on a Tenant's behalf, electrical and
lighting, plumbing, fire protection and sprinklers,HVAC work, storefront and glazing, demolition,
barricades and staging, and any other work performed within the Tenant's premises along with the
Tenant's permanent fixtures, as well as any other costs directly expended for the Phase I
Improvements and Phase 2 Improvements,but outside of the Tenant's premises,pursuant to the
Tenant's lease, including, but not limited to, common areas.
Term has the meaning ascribed to it in Section 3.
Total Development Costs means the aggregate of Hard Construction Costs, Tenant
Improvement Costs, and the following costs expended or caused to be expended by Company or
by third parties other than Company for the Development Site directly in connection with
construction of the Real Property Improvements:engineering, architectural and other design and
consulting fees; construction management fees; real estate commission, costs of third party
consultants, including attorneys and environmental consultants; developer fees; zoning fees;
insurance and taxes directly related to the construction of the Projects;financing costs,including
capitalized interest;the cost of furniture,fixtures,and equipment;and costs of related governmental
permits and inspection fees. For removal of doubt, property acquisition costs do not constitute
"Total Development Costs."
Economic Development Program Agreement
between City offort Worth and
Evan Rosedale Development GP,LLC 8 of35
3. TERM
This Agreement will be effective as of October 19,2021,which is the date on which the
City Council approved this Agreement("Effective Date")and,unless terminated earlier pursuant
to and in accordance with this Agreement,will expire on the date as of which all obligations of the
parties have been fulfilled as set forth herein ("Term").
4. COMPANY OBLIGATIONS AND COMMITMENTS
4.1. Real Property Improvements
4.1.1. Phase 1 Improvements. To receive Program Grants related to the Phase 1
Improvements, Company must meet the following conditions ("Phase 1 Real
Property Commitments"):
a. Begin construction of the Phase 1 Improvements within eighteen
(18)months after the City and Company execute this Agreement
("Phase 1 Start Date"). For purposes of this Agreement,
construction of the Phase 1 Improvements begins on the later date
that both of the following are met: (i) Company closes on
financing necessary to begin the Phase 1 Improvements and(ii)
Company receives its first building permit for the Phase 1
Improvements. The Phase 1 Start Date will be memorialized by
way of an addendum to this Agreement, the form of which is
attached hereto as Exhibit A and incorporated herein.
b. Cause the Phase 1 Property Owner to execute and deliver the
Phase 1 Loan Agreement,the Phase 1 Deed of Trust,and any other
documents related thereto(which shall be in a form and substance
reasonably acceptable to City and Company) concurrently with
the closing of the construction financing for the Phase 1
Improvements, such closing which must occur on or before the
Phase 1 Start Date. The Phase 1 Deed of Trust will be recorded
prior to the commencement of any construction of the Phase 1
Improvements and will be subordinated to the Phase 1 Property
Owner's construction or permanent fmancing, such subordination
agreement which shall be in a form and substance approved by the
City, such approval not to be unreasonably withheld,conditioned,
or delayed.
C. Expend or cause to be expended at least Sixty Million Dollar and
Zero Cents ($60,000,000.00)in Total Development Costs on the
Phase 1 Improvements, of which at least Fifty-Six Million Dollars
and Zero Cents ($56,000,000.00) must be expended on Hard
Construction Costs.
d. Cause the Phase 1 Property Owner to execute the Purchase and
Lease Agreement prior to the Phase 1 Completion Date and
provide a copy of the fully executed Purchase and Lease
Agreement to the Director.
Economic Development Program Agreement
between City offort Worth and
Evan Rosedale Development GP,LLC 9 of35
e. The Phase 1 Completion Date must occur on or before the Phase
1 Completion Deadline, as evidenced by the Phase 1 Certificate
of Completion.
f. Meet any and all other requirements of this Agreement in
connection with the completion of the Phase 1 Improvements.
4.1.2. Phase 2 Improvements. To receive Program Grants related to the Phase 2
Improvements, Company must meet the following conditions:
a. Begin construction of the Phase 2 Improvements on or before
December 31,2023 ("Phase 2 Start Date"). For purposes of this
Agreement, construction of the Phase 2 Improvements begins on
the later date that both of the following are met: (i) Company
closes on financing necessary to begin the Phase 2 Improvements
and(ii) Company receives its first building permit for the Phase 2
Improvements. The Phase 2 Start Date will be memorialized by
way of an addendum to this Agreement, the form of which is
attached hereto as Exhibit A
b. Cause the Phase 2 Property Owner to execute and deliver the
Phase 2 Loan Agreement,the Phase 2 Deed of Trust,and any other
documents related thereto(which shall be in a form and substance
reasonably acceptable to City and Company) concurrently with
the closing of the construction financing for the Phase 2
Improvements, such closing which must occur on or before the
Phase 2 Start Date. The Phase 2 Deed of Trust will be recorded
prior to the commencement of any construction of the Phase 2
Improvements and will be subordinated to the Phase 2 Property
Owner's construction or permanent financing, such subordination
agreement which shall be in a form and substanc e approved by the
City, in its reasonable discretion.
C. Expend or cause to be expended an aggregate amount of Seventy
Million Dollars and Zero Cents ($70,000,000.00) in Total
Development Costs on the Real Property Improvements (which
includes both the Phase 1 Improvements and Phase 2
Improvements) ("Phase 2 Real Property Commitment").
d. The Phase 2 Completion Date must occur on or before the Phase
2 Completion Deadline, as evidence by the Phase 2 Certificate of
Completion.
e. Meet any and all other requirements of this Agreement in
connection with the completion of the Phase 2 Improvements.
4.2. Construction Spending Commitment with BEFs. Company, either through
itself, an Affiliate, Development Site User, or a general contractor,must expend or cause
to be expended at least fifteen percent(15%)of all Total Development Costs for both the
Phase 1 Improvements and Phase 2 Improvements,regardless of the total amount of such
Economic Development Program Agreement
between City offort Worth and
Evan Rosedale Development GP,LLC 10 of35
Total Development Costs,with BEFs by the Phase 1 Completion Date and Phase 2
Completion Date, as applicable (`BEF Construction Spending Commitment").
4.3. Employment Commitment
4.3.1. On or before December 31, 2024, Company must use commercially
reasonable efforts to cause Company, its Affiliates, or a Development Site User to
employ at least 30 new Full-Time Equivalent Jobs to individuals whose principal
place of residence is within the boundaries outlined and set forth in the map in
Exhibit `B", which is attached hereto and incorporated herein for all purposes,at
the Development Site ("Employment Commitment").
4.3.2. From and after the completion of the Phase 1 Improvements,Company
must maintain or cause its Affiliates or Development Site Users to maintain at least
30 Full-Time Equivalent Jobs at the Development Site for the Term of this
Agreement (each a"New Job"). A Full-Time Equivalent Job will be considered
new if the individual was hired on or after Effective Date.
4.3.3. Determination each year of compliance with the Employment
Commitment will be based on the employment data provided to the City pursuant
to this Agreement for the year under evaluation.
4.4. Reports
4.4.1. Quarterly Reports
From the Effective Date until the Phase 1 Completion Date or Phase 2
Completion Date, as applicable, Company must provide the Director with a
calendar quarterly report in a form reasonably acceptable to the Director that
specifically outlines (i) the then-current aggregate Total Development Costs
expended for the Real Property Improvements;and(ii)the then-current aggregate
Total Development Costs expended with BEFs for the Real Property
Improvements, separated out by Phase 1 Improvements and Phase 2
Improvements.
4.4.2. Final Construction Report
a. Phase 1 Final Construction Report. In order for the City to assess
whether the Phase 1 Real Property Commitment and the BEF
Construction Spending Commitment have been met, Company
must provide the Director with a report in a form reasonably
acceptable to the Director within ninety (90) calendar days
following the Phase 1 Completion Date that specifically outlines
(i) the Total Development Costs expended or caused to be
expended for the Phase 1 Improvements as of the Phase 1
Completion Date and (ii) the Total Development Costs expended
or caused to be expended with BEFs for the Phase 1 Improvements
as of the Phase 1 Completion Date, together with supporting
invoices and other documents necessary to demonstrate that such
amounts were actually paid, including, without limitation, final
Economic Development Program Agreement
between City offort Worth and
Evan Rosedale Development GP,LLC 11 of35
lien waivers signed by the general contractor for the Phase 1
Improvements.
b. Phase 2 Final Construction Report. In order for the City to assess
whether the Phase 2 Real Property Commitment and the BEF
Construction Spending Commitment have been met, Company
must provide the Director with a report in a form reasonably
acceptable to the Director within ninety (90) calendar days
following the Phase 2 Completion Date that specifically outlines
(i) the Total Development Costs expended or caused to be
expended for the Phase 2 Improvements as of the Phase 2
Completion Date and (ii) the Total Development Costs expended
or caused to be expended with BEFs forthePhase2Improvements
as of the Phase 2 Completion Date, together with supporting
invoices and other documents necessary to demonstrate that such
amounts were actually paid, including, without limitation, final
lien waivers signed by the general contractor for the Phase 2
Improvements.
4.4.3. Annual Employment Report
On or before December 31,2024 and Dec ember 31 of each y ear thereafter,
in order for the City to assess the degree to which the Employment Commitment
for the previous calendar year was met,Company must provide the Director with
a report in a form reasonably acceptable to the Director that sets forth the total
number of individuals who held Full-time Equivalent Jobs on the Development
Site up to the 30 Full-time Jobs commitment,all as of December 31 (or such other
date requested by Company and reasonably acceptable to the Director) of the
previous calendar year,together with reasonable supporting documentation. The
report provided by Company may include redactions to protect the personal
information of employees that satisfy the 30 Full-Time Jobs commitment.
4.4.4. Performance by Affiliates
The City will accept performance of any obligations set forth in this
Section 4 by an Affiliate of Company or a Development Site User, with the
understanding that Company will be responsible for preparing and providing all
reports required hereunder,including the assembly of and access by the City to
any data or information of an Affiliate that is reflected in any such report.
4.4.5. Additional Information
Company agrees to provide the City with any additional information that
the Director may reasonably require to ascertain Company's compliance with this
Agreement and to assist the City in properly calculating Program Grants payable
in accordance with this Agreement.
4.5. Inspections of Development Site
4.5.1. At any time during Company's normal business hours throughout the
Term and following reasonable written notice to Company,the City will have the
Economic Development Program Agreement
between City offort Worth and
Evan Rosedale Development GP,LLC 12 of35
right to inspect and evaluate the Development Site and any improvements thereon,
including the Real Property Improvements,and Company must provide full access
to the same, in order for the City to monitor compliance with the terms and
conditions of this Agreement. Company will cooperate fully with the City during
any such inspection and evaluation and City will cause its representatives and
agents to comply with the safety rules and regulations imposed by Company or its
contractors in connection with such inspections.
4.5.2. Notwithstanding the foregoing,Company will have the right to require that
any representative of the City be escorted by a representative or security personnel
of Company during any such inspection and evaluation.
4.6. Annual Sales Tax Report
4.6.1. To the extent reasonably possible, Company will require Development
Site Users to provide Company and the City with annual Sales data sufficient to
determine annual sales tax payments required herein.
4.6.2. On or before February I of the Second Operating Year and for each year
thereafter,Company must provide, or cause to be provided,the City with annual
report(s) that set forth the following:
a. the aggregate amount of sales tax paid to the Comptroller by
Development Site Users during the previous year ("Aggregate
Development Site Sales Tax Payment");
b. a copy of the sales tax reports filed with the Comptroller
("Comptroller Reports")verifying Aggregate Development Site
Sales Tax Payments; and
C. a list containing the retail site of and sales tax identification
number of each Development Site User.
4.6.3. Company must keep and maintain, or cause to be kept and maintained,
copies of all Comptroller Reports from Development Site Users for at least seven
(7)years following the end of the year to which such Comptroller Reports relate
and ensure that such Comptroller Reports can be made available to the City for
inspection pursuant to this Agreement.
4.6.4. Company understands and agrees that the City's calculation of
Development Site Sales Tax Revenues in a given year will be based solely on the
Aggregate Development Site Sales Tax Payments as verified by the Comptroller
Reports,plus any additional sales tax payments made by Development Site Users
in such year,as reflected on Comptroller Reports,that the City is reasonably able
to ascertain, in the City's sole but reasonable judgment, are attributable to Sales on
the Development Site.
4.7. Audits. The City will have the right throughout the Term to audit the financial
and business records of Company or any Affiliate that relate to Total Development Costs
expended fortheReal Property Improvements orNew TaxableTangible Personal Property
as well as any other documents necessary to evaluate Company's compliance with this
Economic Development Program Agreement
between City offort Worth and
Evan Rosedale Development GP,LLC 13 of35
Agreement or with the commitments set forth in this Agreement(collectively"Records").
The scope of the audit will not include an audit of the rates charged by any third-party
contractor as set forth in its construction contract in connection with such Total
Development Costs but may include the application of such rates to the cost of the work
being performed by such contractor. Company must make all Records available to the City
on the Development Site or at another location in the City with reasonable advance notice
that is acceptable to both parties. Company will otherwise cooperate fully with the City
during any audit assuming that reasonable advance notice acceptable to both parties has
been provided. This section will survive the expiration or early termination of this
Agreement.
4.8. Community Meetings
4.8.1. From and after execution of this Agreement by the City and every six
months thereafter until the Phase 2 Improvement Commitment has been fulfilled,
Company must conduct public meetings and notify, invite, and share the location
and time of each meeting with the following at least thirty (30)days in advance:
the City of Fort Worth Economic Development and Neighborhood Services
Departments, Near Southside Inc, Southeast Fort Worth Inc., and the Historic
Southside Neighborhood Association. The City reserves the right to post the
details of each meeting, stream it live, and post it virtually on its platforms as it
sees fit. A virtual-only meeting should be held only as a last resort and with
approval (which may be by email) from the Director and an officer of Historic
Southside Neighborhood Association.
4.8.2. Company must hold each meeting at avenue within the Historic Southside
unless a venue of appropriate size and capacity cannot be secured thought he good
faith effort of the Company. In which case,the Company must hold the meeting
as close to the Historic Southside as possible.
4.8.3. At each meeting, Company must present and discuss the most up-to-date
plans and renderings and answer questions or concerns of the community as it
pertains to the Development Site.
4.9. Financial Capacity and Commitments. Prior to commencement of construction
of the Phase 1 Improvements or the Phase 2 Improvements,as applicable, Company must
demonstrate to the City that it has the financial capacity and commitment to completely
carry out the terms of this Agreement with respect to the Phase 1 Improvements or Phase
2 Improvements, as applicable.
4.10. Attracting a Grocer
4.10.1. Company will make a good faith effort to attract a grocer to the
Development Site, which will be demonstrated by an official site plan and
construction of at least 15,000 square feet of ground floor commercial retail space
that has the essential aspects of a grocer site, such as loading docks and a paved
path from the doors of the building to the Parking Garage's public parking spaces
that can serve the grocery stores parking needs ("Grocery Store"). Company
should provide an entrance to the Grocery Store that is visible and accessible to
the Grocery Store and Parking Garage on the South Freeway to handle traffic and
increase the likelihood of a success.
Economic Development Program Agreement
between City offort Worth and
Evan Rosedale Development GP,LLC 14 of35
4.10.2. From and after the Effective Date of this Agreement and for one (1)year
after receiving a certificate of occupancy for the Grocery Store, Company must
make a good faith effort to actively pursue and market the Grocery Store for
occupancy by a grocer and meet with local independent grocer leads as
demonstrated by marketing materials and proof of correspondence and meetings.
4.10.3. The City will make a good faith effort to pursue a grocer for the Grocery
Store and produce leads for the Company.
4.10.4. Company will make a good faith effort to attend any meetings organized
by the City with a grocer.
4.10.5. The City will provide any pertinent data that it has access to and attend
local or virtual meetings with leads to demonstrate City support at the request of
Company.
4.10.6. Company will make a good faith effort to follow through with any
financially viable grocer leads that arise from conversations and any Tenant
Improvement Costs associated with securing the grocer will be eligible toward the
Phase 1 Real Property Commitment so long as such costs are expended prior to the
Phase 1 Completion Deadline.
4.11. Development Design. Company will make good faith efforts for the Phase 1
Improvements and Phase 2 Improvements design, specifically the buildings and public
spaces, to be informed by the historic and cultural context of the neighborhood
area. Buildings within the Terrell Heights local historic district must be consistent with
those guidelines and those outside the Terrell Heights local historic district must be
consistent with the standards, guidelines and regulations of the Near Southside
Development Standards & Guidelines. New buildings must be compatible with the
massing, size, scale and design elements of traditional buildings within the surrounding
context. Potential existing elements include but are not limited to the Evans Plaza, the
Mount Zion Baptist Church at 874 Verbena St, Historical Sunshine Cumberland Church at
1100 and 1104 Evans Avenue, the Ella Mae Shamblee Library and it's Tommy Tucker
School Building at 1062 Evans Ave, the building on the Southwest corner of Evans &
Terrell Ave,The Bethlehem Center at 951 Evans Ave, or any contributing structure within
the Terrell Heights local historic district.
5. CERTIFICATE OF COMPLETION
5.1. Phase 1 Certificate of Completion. Within ninety (90)calendar days following
receipt by the City of the final construction spending report for the Phase 1 Improvements
and assessment by the City of the information contained therein, if the City is able to verify
completion of the Phase 1 Real Property Commitment,the Director will issue Company a
certificate stating the amount of Total Development Costs expended for the Phase 1
Improvements and the amount of Total Development Costs expended specifically with
BEFs ("Phase 1 Certificate of Completion").
5.2. Phase 2 Certificate of Completion. Within ninety (90)calendar days following
receipt by the City of the final construction spending report for the Phase 2 Improvements
and assessment by the City of the information contained therein, if the City is able to verify
Economic Development Program Agreement
between City offort Worth and
Evan Rosedale Development GP,LLC 15 of35
completion of the Phase 2 Real Property Commitment,the Director will issue Company a
certificate stating the amount of Total Development Costs expended for the Phase 2
Improvements and the amount of Total Development Costs expended specifically with
BEFs ("Phase 2 Certificate of Completion").
5.3. The Certificate of Completion for each phase will serve as the basis for
determining the extent to which the Company met the overall BEF Construction Spending
Commitment.
6. AFFORDABLE HOUSING
6.1. Affordable Housing Set Aside
6.1.1. Company understands and agrees that providing affordable housing is an
essential component of this Agreement and the Company TIF Agreement.
Therefore, failure to comply with the affordable housing requirements will
constitute an event of default under this Agreement and may result in the
termination of this Agreement or a repayment of the Program Grants if the default
is not cured in a timely manner (as set forth below).
6.1.2. Phase 1 Affordable Housing Commitment
a. For a continuous period of at least fifteen (15)years as described
in Section 6.1.2(b), Company must ensure that at least twenty
percent(20%)of all completed Residential Units within the Phase
1 Improvements, but in no event less than sixty-four (64)
Residential Units at completion of the Phase 1 Improvements,are
at all times set aside for or leased to eligible affordable
households, one-half of which(i.e.,a minimum of thirty-two(32)
Residential Units) leased to households earning at or below 80%
of area median income ("AMI") for the Fort Worth-Arlington
Region as determined by the Department of Housing and Urban
Development("HUD") and one-half of which(Le.,a miniminn of
thirty-two(32)Residential Units)are leased to households earning
sixty (60%) or below of AMI ("Phase 1 Affordable Housing
Commitment").
b. The fifteen-year Phase 1 Affordable Housing Commitment begins
on January 1 of the calendar year following the date that the City
issues the first certificate of occupancy for the Phase 1
Improvements.
6.1.3. Phase 2 Affordable Housing Commitment
a. For a continuous period of at least fifteen years as described in
Section 6.1.3(b), Company must ensure that at least twenty
percent(20%)of all completed Residential Units within the Phase
2 Improvements, but in no event less than four (4) Residential
Units at completion of Phase 2 Improvements, are leased at all
times to eligible affordable households, one-half of which(i.e.,a
minimum of two (2) Residential Units) leased to households
Economic Development Program Agreement
between City offort Worth and
Evan Rosedale Development GP,LLC 16 of35
earning at or below 80%of area median income("AMI")for the
Fort Worth-Arlington Region as determined by the Department of
Housing and Urban Development("HUD") and one-half of which
(i.e., a minimum of two (2) Residential Units) are leased to
households earning sixty (60%) or below of AMI ("Phase 2
Affordable Housing Commitment").
b. The fifteen-year Phase 2 Affordable Housing Commitment begins
on that date that the Residential Units January 1 of the calendar
year following the date that the City issues the first certificate of
occupancy for the Phase 2 Improvements.
6.1.4 Lease Requirements
a. For Residential Units leased to households earning at or below
80%AMI,Company will not charge an eligible household leasing
an affordable unit more than the lesser of(i) thirty percent(30%)
of the household's gross monthly income or (ii) thirty percent
(30%)of 80% of the AMI for the Fort-Worth Arlington Region
for the applicable year as determined by HUD.
b. For Residential Units leased to households earning at or below
60%AMI,Company will not charge an eligible household leasing
an affordable unit more than the lesser of(i) thirty percent(30%)
of the household's gross monthly income or (ii) thirty percent
(30%)of 60% of AMI for the Fort-Worth Arlington Region for
the applicable year as determined by HUD.
6.1.5 Changes in Income
a. The determination of whether an eligible household meets the
requirements necessary to comply with the Phase 1 and Phase 2
Affordable Housing Commitment, as applicable, will be made by
the Company or a Project Owner on the basis of the current
income of such eligible household at the time of their initial lease,
subject to periodic recertification and the reporting requirements
set forth in Section 6.2 below. Company will cause each Properly
Owner to utilize forms approved by the Director for providing
certification and reporting.
b. If, upon any such certification, the eligible household of a
Residential Unit met the necessary requirements set forth in
Section 6.1.2(a)and 6.1.3(a)at the last income certification,but is
subsequently found to no longer comply with the same,then such
Residential Unit will continue to be treated as complying with the
Phase 1 and Phase 2 Affordable Housing Commitment, as
applicable, until the next available Residential Unit of comparable
or smaller size is available for lease, and such Residential Unit
must be rented to a person that meets the requirements of the
Phase 1 or Phase 2 Affordable Housing Commitments, as
applicable.
Economic Development Program Agreement
between City offort Worth and
Evan Rosedale Development GP,LLC 17 of35
C. A Residential Unit that has been vacated will continue to be
treated as meeting the requirements of the Phase 1 or Phase 2
Affordable Housing Commitment, as applicable,provided that(i)
reasonable attempts are made to rent the Residential Unit and (ii)
no other Residential Units of comparable or smaller size are rented
to person who do not meeting the requirements for the Phase 1 or
Phase 2 Affordable Housing Commitments, as applicable.
6.2. Reporting
6.2.1. On or before February 1 of the year following Year 1 for each applicable
phase and for each year thereafter,for the City to assess the degree to which the
Company met the Phase 1 or Phase 2 Affordable Housing Commitments in the
previous calendar year,Company must provide the Director with a report in a form
reasonably acceptable to the City that sets forth the followings, at a minimum:
a. the total number of Residential Units on the Development;
b. the total number of affordable housing units;
C. the number of Residential Units that were under lease at any given
time during the previous calendar year;
d. the number of affordable housing units that were under lease at
any time during the previous calendar year; and
e. for each affordable housing unit that was under lease at any time
during the previous calendar year, sufficient documentation for
the City to assess the adjusted income of the tenant leasing such
affordable housing unit and the amount of monthly rent paid by
the tenant.
6.2.2. The City may request additional documentation to show at its sole and
absolute discretion.
6.3 Deeds of Trusts. To secure the Phase 1 Affordable Housing Commitment and
Phase 2 Affordable Housing Commitment as described in this Section 6, Company will
cause each Property Owner to execute(i) the Phase 1 Loan Agreement,Phase 1 Deed of
Trust, and related promissory note, and(ii) the Phase 2 Loan Agreement,Phase 2 Deed of
Trust, and related promissory note,to be recorded in lien priority as agreed herein at each
phase's respective Start Date.
7. PROGRAM GRANTS
7.1. Generally
7.1.1. As more specifically set forth herein,if Company meets the Phase 1 Real
Property Commitment in a timely manner, Company will be entitled to receive
fifteen (15) annual Program Grants,payment of which will begin in the Second
Operating Year.
7.1.2. The amount of each Program Grant will equal a percentage of the Program
Source Funds available for that Program Grant,which will be based on the extent
to which various commitments set forth in this Agreement have been met and,
Economic Development Program Agreement
between City offort Worth and
Evan Rosedale Development GP,LLC 18 of35
specifically, will equal the sum of the Base Grant Percentage, BEF Construction
Percentage, and Employment Percentage.
7.1.3. In no event will any Program Grant exceed eighty percent(80%)of the
Program Source Funds available for that year's Program Grant.
7.1.4. Notwithstanding anything to the contrary herein, aggregate Program
Grants payable under this Agreement will be subject to and will not exceed the
applicable Program Cap.
7.2. Allocation of Program Grants
7.2.1. Attainment of Real Property Commitment (65%)
Provided that the Director is able to verify that the Phase 1 Real Property
Commitment is met, each annual Program Grant will include sixty-five percent
(65%) of the Program Source Funds available for that year's Program Grant
("Base Grant Percentage").
7.2.2. BEF Construction Spending Commitment (10%)
Provided that the Director is able to verify that the BEF Construction
Spending Commitment is met for the Phase 1 Improvements and Phase 2
Improvements, as applicable, each annual Program Grant will include ten percent
(10%)of the Program Source Funds available for that year's Program Grant("BEF
Construction Percentage").
7.3. Employment Commitment (Up to 5%)
7.3.1. Each annual Program Grant will include a percentage of the Program
Source Funds available for that year's Program Grant that is based on Company's
compliance with the Employment Commitment in the previous calendar year
("Employment Percentage").
7.3.2. The Employment Percentage for each Program Grant will equal the
product of five percent (5%) multiplied by the percentage by which the
Employment Commitment was met in the previous calendar year,which will be
calculated by dividing the actual number of Full-time Jobs provided on the
Development Site in the previous calendar year by the Employment Commitment
a. For example,the Employment Commitment is to employ 30 Full-
Time Jobs and retain them for the Term of the Agreement.
1. If only 20 Full-time Jobs were provided and filled on the
Development Site in a given year, the Employment
Percentage for the Program Grant payable in the
following year would be 3.35%instead of 5% (or.05 x
[20/30]), or .05 x .67, or .0335).
2. If the Employment Commitment is met or exceeded in
any given year, the Employment Percentage applicable
Economic Development Program Agreement
between City offort Worth and
Evan Rosedale Development GP,LLC 19 of35
the Program Grant payable in the following year will
equal five percent (5%).
7.4. Program Cap
7.4.1. The City's obligation to pay Company Program Grants under this
Agreement is limited by the Program Cap.
7.4.2. The amount of the Program Cap will increase if the Phase 2 Improvement
Commitment is met in a timely manner.
7.4.3. If, in any Program Year, the amount of the Program Grant calculated in
accordance with this Agreement would cause aggregate Program Grants paid by
the City to exceed the Program Cap,the amount of the Program Grant payable in
that Program Year will be limited to equal only the difference between the
aggregate amount of all Program Grants previously paid and the Program Cap
amount,in which case,upon payment of such Program Grant,this Agreement wd
expire automatically.
7.5. Deadline for Payments and Source of Funds
7.5.1. The first Program Grant payable hereunder will be paid by the City on or
before June 1 of the Second Operating Year.
7.5.2. Each subsequent annual Program Grant payment will be made by the City
to Company on or before June 1 of the year in which such payment is due.
7.5.3. It is understood and agreed that all Program Grants paid pursuant to this
Agreement will come from currently available general revenues of the City and
not directly from ad valorem taxes on the Development Site or improvements
thereon or on New Taxable Tangible Personal Property that are received by the
City.
7.5.4. Company understands and agrees that any revenues of the City other than
those dedicated for payment of a given annual Program Grant pursuant to and in
accordance with this Agreement may be used by the City for any lawful purpose
that the City deems necessary in the carrying out of its business as a home-rule
municipality and will not serve as the basis for calculating the amount of any future
Program Grant or other obligation to Company.
8. APPLICATION FEE AND FEE CREDIT
8.1. Company has paid an economic development incentive application fee of
$5,000.00.
8.2. Of that amount, $2,000.00 is non-refundable and will be used to offset costs
incurred by City staff in processing the application and preparing this Agreement.
8.3. In accordance with Section 18.2 of the Policy, the remaining $3,000.00 may be
used by Company for application toward any fees charged by the City in connection with
the Real Property Improvements on or before the Completion Deadline.
Economic Development Program Agreement
between City offort Worth and
Evan Rosedale Development GP,LLC 20 of35
8.4. After the Completion Deadline, any unused balance of this credit will be refunded
to Company within thirty (30)days following receipt of a written request from Company,
but only if such written request is submitted to the Director within ninety (90)calendar
days following the Completion Date.
9. DEFAULT, TERMINATION AND FAILURE BY COMPANY TO MEET
VARIOUS DEADLINES AND COMMITMENTS
9.1. Failure to Meet Phase 1 or Phase 2 Real Property Commitments
Notwithstanding anything to the contrary herein, the City will have the right to
terminate this Agreement immediately upon provision of written notice to Company,
without further obligation to Company hereunder, if the Phase I Real Property
Commitment has not been met. Company will not be entitled to any Program Grants for
the Phase 2 Real Property Commitment if the City terminates this Agreement for failure to
comply with the Phase I Real Property Commitment. If Company fails to timely satisfy
the Phase 2 Real Property Commitments, Company will be not be eligible for the increase
in the Program Cap associated therewith; provided, however, that failure to satisfy the
Phase 2 Real Property Commitments will not reduce or otherwise terminate the Program
Grants related to the satisfaction of the Phase I Real Property Commitments.
9.2. No Default for Failure to Meet BEF Construction Spending Commitment or
Employment Commitment
9.2.1. If the Company fails to meet the Employment Commitment in any given
year, such failure will not constitute a default hereunder or provide the City with
the right to terminate this Agreement,but,rather,will only cause the amount of the
Program Grant that the City is required to pay in the following year to be reduced
in accordance with this Agreement.
9.2.2. If the Company fails to meet the BEF Construction Spending Commitment
for either the Phase I Improvements or the Phase 2 Improvements, such failure
will not constitute a default hereunder or provide the City with the right to
terminate this Agreement but,rather,will only cause the amount of the Program
Grant that the City is required to pay for the BEF Construction Commitment to be
reduced by a percentage equal to the percentage of the shortfall in the BEF
Construction Spending Commitment.
9.3. Failure to Comply with Affordable Housing Commitments
9.3.1. If Company or a Property Owner (i) fails to comply with the Phase I
Affordable Housing Commitment or Phase 2 Affordable Housing Commitment,as
applicable, for any reason(other than on account of a Force Majeure Event),for a
period of sixty (60)consecutive calendar days at any time during the applicable
term for providing such affordable housing units as set forth in Section 6,Company
will be in default under this Agreement, and the City will have the right to
terminate this Agreement following provision of notice and opportunity to cure in
accordance with this Agreement and enforce its remedies under the Phase I Deed
of Trust or Phase 2 Deed of Trust,as applicable. Notwithstanding the foregoing,
in no event shall the Phase I Deed of Trust or the Phase 2 Deed of Trust be cross-
Economic Development Program Agreement
between City offort Worth and
Evan Rosedale Development GP,LLC 21 of35
defaulted and (i) failure of the Company to comply with the Phase 1 Affordable
Housing Commitment shall not entitle the City to exercise remedies under the
Phase 2 Deed of Trust absent a failure to comply with the Phase 2 Affordable
Housing Commitment, or(ii) failure of the Company to comply with the Phase 2
Affordable Housing Commitment shall not entitle the City to exercise remedies
under the Phase 1 Deed of Trust absent a failure to comply with the Phase 1
Affordable Housing Commitment.
9.3.2 The parties understand and acknowledge that the term for compliance of
the Phase 2 Affordable Housing Commitment may exceed the fifteen-year term
for the payment of Program Grants. If the City terminates this Agreement because
of Company's failure to comply with the Phase 2 Affordable Housing
Commitment after the City pays the final Program Grant, then Company must
reimburse the City a percentage of the Program Grant that the City paid Company
as a result of the increase of the Program Cap for the completion of the Phase 2
Improvements (i.e.,the$8,000,000.00 to$9,000,000.00 increase to the Program
Cap). In other words,Company will be liable for reimbursing the City a prorata
amount equal to the percentage shortfall. Expressed as an equation where N =
Number of years remaining on the Phase 2 Affordable Housing Commitment and
Y= Program Grants Paid to Company in excess of$8,000,000: (N/15) x Y.
a. By way of example only and assuming the following are true:
1. Phase 1 Completion Date is December 31, 2024
2. Second Operating Year begins on January 1, 2026
3. Program Grant payments begin in 2026,with a Program
Cap of$8,000,000.00
i. Final Program Grant will be paid in 2040
ii. Phase 2 Completion Date, including receipt of
certificate of occupancy for Phase 2 Affordable
Housing, on January 1, 2029 and Program Cap
increases to $9,000,000.00
iii. Term of the Phase 2 Affordable Housing
Commitment is January 1, 2029 to December 31,
2043.
iv. City pays the full $9,000,000.00 in Program
Grants to Company
V. City terminates this Agreement because of
Company's failure to comply with the Phase 2
Affordable Housing Commitment on December
31, 2041.
vi. If Company complied with the Phase 2
Affordable Housing Commitment for 13 years,
then Company would be liable for reimbursing
the City in the amount of$133,333.33.Expressed
as an equation where (2/15) x $1,000,000.00.
9.4. Failure to Submit Reports. If Company fails to submit any report required by
and in accordance with this Agreement,the City's obligation to pay any Program Grants
at the time, if any,will be suspended until Company has provided all required reports;
provided,however,that if any report required hereunder is delinquent by more than one
Economic Development Program Agreement
between City offort Worth and
Evan Rosedale Development GP,LLC 22 of35
(1)year,the City will have the right to terminate this Agreement following provision of
notice and a thirty (30)day opportunity to cure in accordance with this Agreement.
9.5. General Breach. Unless stated elsewhere in this Agreement,Company will be in
default under this Agreement if Company breaches any term or condition of this
Agreement. In the event that such breach remains uncured after thirty (30)calendar days
following receipt of written notice from the City referencing this Agreement (or, if
Company 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 will have the right to terminate this
Agreement immediately by providing written notice to Company.
9.6. Cross-Default.A breach or default by Company or a Property Owner of any other
agreement between Company or a Property Owner and City, Company and City, or
Company and CCLGC related to this Agreement, including, but not limited to, the
Company TIF Agreement, the Purchase and Lease Agreement, and Development Site
Purchase Agreements,constitutes a contemporaneous breach of this Agreement. In the
event that any other such agreements are terminated in accordance with their respective
terms and conditions due to a breach or default by Company,City will have the right to
terminate this Agreement, as the case may be, without further notice or obligation to
Company hereunder.
9.7. Knowing Employment of Undocumented Workers
9.7.1. Company acknowledges that the City is required to comply with Chapter
2264 of the Texas Government Code, enacted by House Bill 1196 (80th Texas
Legislature), which relates to restrictions on the use of certain public subsidies.
Company hereby certifies that Company, and any branches, divisions, or
departments of Company, does not and will not knowingly employ an
undocumented worker, as that term is defined by Section 2264.00](4)ofthe Texas
Government Code In the event that Company, or any branch, division, or
department of Company, is convicted of a violation under 8 U.S.C. Section
1324a(f) (relating to federal criminal penalties and injunctions for a pattern or
practice of employing unauthorized aliens):
a. if such conviction occurs during the Term ofthisAgreemen4 this
Agreement will terminate contemporaneously upon such
conviction (subject to any appellate rights that may lawfully be
available to and exercised by Company), and Company must
repay, within one hundred twenty(120) calendar days following
receipt of written demandfrom the City,the aggregate amount of
the Program Grants received by Company hereunder, ifany,plus
Simple Interest at a rate of four percent(4%)per annum; or
b. if such conviction occurs after expiration or termination of this
Agreement,subject to any appellate rights that may lawfully be
available to and exercised by Company, Company must repay,
within one hundred twenty(120)calendar days following rec*t
of written demand from the City, the aggregate amount of the
Economic Development Program Agreement
between City offort Worth and
Evan Rosedale Development GP,LLC 23 of35
Program Grants received by Company hereunder, if any,plus
Simple Interest at a rate of four percent(4%)per annum.
9.7.2. For the purposes of this Section 8.6,"Simple Interest"is defined as a rate
of interest applied only to an original value,in this case the aggregate amount of Jobs
Grants paid hereunder. This rate of interest can be applied each year,but will only
apply to the aggregate amount of Program Grants paid hereunder and is not applied
to interest calculated. For example, if the aggregate amount of the Program Grants
paid hereunder is $10,000 and such amount is required to be paid back with four
percent (4%) interest five years later, the total amount would be $10,000+ [5 x
($10,000 x 0.04)],which is $12,000. This Section 8.6 does not apply to convictions
of any subsidiary or affiliate entity of Company,by any franchisees of Company, or
by a person or entity with whom Company contracts. Notwithstanding anything to
the contrary herein,this Section 8.6 will survive the expiration ortemunation of this
Agreement.
10. INDEPENDENT CONTRACTOR
It is expressly understood and agreed that Company will operate as an independent
contractor in each and every respect hereunder and not as an agent,representative or employee of
the City. Company will have the exclusive right to control all details and day-to-day operations
relative to the Real Property Improvements and the Development Site and any improvements
thereon and will be solely responsible for the acts and omissions of its officers,agents, servants,
employees, contractors,subcontractors,licensees and invitees. Company acknowledges that the
doctrine of respondeat superior will not apply as between the City and Company, its officers,
agents, servants,employees,contractors, subcontractors,licensees, and invitees. Company further
agrees that nothing in this Agreement will be construed as the creation of a partnership or joint
enterprise between the City and Company.
11. INDENINIFICATION
COMPANY,AT NO COST TO THE CITY, AGREES TO DEFEND, INDEMNIFY,
AND HOLD THE CITY,ITS OFFICERS, A GENTS SERPANTS,REPRESENTATIVES,AND
EMPLOYEES, HARMLESS AGAINST ANY AND ALL CLAIMS, LAWSUITS, ACTIONS,
COSTS AND EXPENSES OF ANY KIND, INCL UDING, B UT NOT LIMITED TO, THOSE
FOR PROPERTY DAMAGE OR LOSS(INCLUDING ALLEGED DAMAGE OR LOSS TO
COMPANY'S BUSINESS AND ANY RESULTING LOST PROFITS) AND PERSONAL
INJURY,INCL UDING, BUT NOT LIMITED TO,DEATH, THAT MAYRELATE TO,ARISE
OUT OF OR BE OCCASIONED BY(i) COMPANY'S BREACH OF ANY OF THE TERMS
OR PR0VLSIONS OF THIS AGREEMENT OR (ii)ANY NEGLIGENT ACT OR OMNSION
OR INTENTIONAL M1 SCONDUCT OF COMPANY, ITS OFFICERS, AGENTS,
ASSOCIATES, EMPLOYEES, CONTRACTORS (OTHER THAN THE CITY) OR
SUBCONTRACTORS, RELATED TO THE DEVELOPMENT SITE, OR ANY
IMPROVEMENTS THEREON, INCLUDING THE REAL PROPERTYIMPROVEMENTS,
OR OTHERWISE TO THE PERFORMANCE OF THIS AGREEMENT.
12. NOTICES
All written notices called for or required by this Agreement must be addressed to the
following, or such other party or address as either party designates in writing, by certified mail,
postage prepaid, electronic transmittal or by hand delivery:
Economic Development Program Agreement
between City offort Worth and
Evan Rosedale Development GP,LLC 24 of35
City: Company:
City of Fort Worth Evans Rosedale, LLC
Attn: City Manager Attn: Steven Shelley
200 Texas Street 1717 Main Street, Ste. 5630
Fort Worth, TX 76102 Dallas, Texas 75201
with copies to:
the City Attorney at the same address Munsch Hardt Kopf& Harr, P.C.
and the following: 500 N. Akard Street, Suite 3800
Dallas, Texas 75201
City of Fort Worth Attn: Phillip Geheb
Attn: Director
Economic Development Department
1150 South Freeway
Fort Worth, TX 76104
13. ASSIGNMENT AND SUCCESSORS.
Company may,at any time assign, transfer, or otherwise convey any of its rights or
obligations under this Agreement to an Affiliate without the approval of the City so long
as Company,the Affiliate, and the City first execute an agreement under which the Affiliate agrees
to assume and be bound by all covenants and obligations of Company under this
Agreement. Otherwise,Company may not assign,transfer, or otherwise convey any of its rights
or obligations under this Agreement to any other person or entity without the prior consent of the
City Council, which consent will not be unreasonably withheld, conditioned on (i) the prior
approval of the assignee or successor and a fording by the City Council that the proposed assignee
or successor is fmancially capable of meeting the terms and conditions of this Agreement and (ii)
prior execution by the proposed assignee or successor of a written agreement with the City under
which the proposed assignee or successor agrees to assume and be bound by all covenants and
obligations of Company under this Agreement. Any attempted assignment without the City
Council's prior consent will constitute grounds for termination of this Agreement following ten
(10)calendar days of receipt of written notice from the City to Company. Any lawful assignee or
successor in interest of Company of all rights under this Agreement will be deemed"Company"
for all purposes under this Agreement. Notwithstanding the foregoing,Company may collaterally
assign this Agreement(a"Collateral Assignment")to a third-party lender or financial institution
with the prior written consent of the City (through its City Manager or designated Assistant City
Manager),which consent will not be unreasonably withheld,conditioned, or delayed. The form for
the consent to Collateral Assignment is attached hereto as Exhibit C and incorporated herein,the
substance of which may be changed based on the circumstances of each assignment.
14. COMPLIANCE WITH LAWS, ORDINANCES, RULES AND REGULATIONS
This Agreement will be subject to all applicable federal, state and local laws, ordinances,
rules and regulations, including, but not limited to, all provisions of the City's Charter and
ordinances, as amended.
15. GOVERNMENTAL POWERS
Economic Development Program Agreement
between City offort Worth and
Evan Rosedale Development GP,LLC 25 of35
It is understood that by execution of this Agreement,the City does not waive or surrender
any of it governmental powers or immunities.
16. NO WAIVER
The failure of either party to insist upon the performance of any term or provision of this
Agreement or to exercise any right granted hereunder will not constitute a waiver of that party's
right to insist upon appropriate performance or to assert any such right on any future occasion.
17. VENUE AND CHOICE OF LAW
If any action, whether real or asserted, at law or in equity, arises on the basis of any
provision of this Agreement, venue for such action will he in state courts located in Tarrant
County,Texas or the United States District Court for the Northern District of Texas—Fort Worth
Division. This Agreement will be construed in accordance with the laws of the State of Texas.
18. NO THIRD PARTY RIGHTS
The provisions and conditions of this Agreement are solely for the benefit of the City
and Company, and any lawful assign or successor of Company,and are not intended to create any
rights, contractual or otherwise, to any other person or entity.
19. INTERPRETATION
In the event of any dispute over the meaning or application of any provision of this
Agreement, this Agreement must be interpreted fairly and reasonably, and neither more strongly
for or against any party, regardless of the actual drafter of this Agreement.
20. CAPTIONS
Captions and headings used in this Agreement are for reference purposes only and will not
be deemed a part of this Agreement.
21. SEVERABILITY
If any provision of this Agreement is held to be invalid, illegal or unenforceable,the
validity, legality and enforceability of the remaining provisions will not in any way be affected or
impaired.
22. ENTIRETY OF AGREEMENT
This Agreement,including any exhibits attached hereto and any documents incorporated
herein by reference, contains the entire understanding and agreement between the City
and Company, and any lawful assign and successor of Company, as to the matters contained
herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void
to the extent in conflict with any provision of this Agreement. Notwithstanding anything to the
contrary herein, this Agreement may not be amended unless executed in writing by both parties
and approved by the City Council of the City in an open meeting held in accordance with Chapter
551 of the Texas Government Code.
23. COUNTERPARTS
Economic Development Program Agreement
between City offort Worth and
Evan Rosedale Development GP,LLC 26 of35
This Agreement may be executed in multiple counterparts, each of which will be
considered an original, but all of which will constitute one instrument.
24. ELECTRONIC SIGNATURES
This Agreement may be executed by electronic signature,which will be considered as an
original signature for all purposes and have the same force and effect as an original signature.For
these purposes,"electronic signature"means electronically scanned and transmitted versions (e.g.
via pdf file or facsimile transmission)of an original signature, or signatures electronically inserted
via software such as Adobe Sign.
25. FORCE MAJEURE
25.1 It is expressly understood and agreed by the parties to this Agreement that if the
performance of any obligations hereunder is delayed by reason of war, civil commotion,
acts of God, inclement weather, governmental restrictions, regulations, or
interferences, epidemics, pandemics,unreasonable delays by the City in issuing any
permits or certificates of occupancy orconducting any inspections of or with respect to the
Project(based on the amount of time thatthe City customarily requires in undertaking such
activities and based on the then-current workload of the City department(s)responsible for
undertaking such activities), or delays caused by unforeseen construction or site conditions
or issues,fire or other casualty,court injunction,necessary condemnation proceedings,acts
of the other party, its affiliates/related entities or their contractors, or any actions or
inactions of third parties or other circumstances that are reasonably beyond the control of
the party obligated or permitted under the terms of this Agreement to do or perform the
same,regardless of whether any such circumstance is similar to any of those enumerated
or not,the party so obligated or permitted will 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 will be extended for a period of time equal to the period such
party was delayed.
25.2 The Parties acknowledge that this Agreement is being entered into during a state
of emergency following the COVID-19 pandemic outbreak. The Parties agree that this
provision will not apply to the COVID-19 pandemic outbreak unless a subsequent binding
order is issued by an entity with direct jurisdiction over Company or City that prohibits the
continuation of the Agreement.
26. PROGRAM GRANTS MADE SUBJECT TO MASTER DEVELOPMENT PLAN.
City acknowledges that the Program Grants are being made in furtherance of master
development plans adopted by the City for the Historic Southside neighborhood prior to December
22,2017,as described in the Recitals,as such master development plans have been further amended
or revised. Company acknowledges and agrees that the City expresses no opinion whatsoever and
that none of the City, nor any of their respective boards,directors,partners,officers,consultants,
employees, or agents has made any representations or covenants with respect to the federal income
tax treatment of the Program Grants.
[Signature Page to Follow]
Economic Development Program Agreement
between City offort Worth and
Evan Rosedale Development GP,LLC 27 of35
EXECUTED as of the last date indicated below:
CITY OF FORT WORTH: EVANS ROSEDALE, INC.
a Delaware corporation
T Steven SheIIey Digitally signed 9 Steven Shelley
Date:2022.04.09 14:20:12-05'00'
By:Regnad Zen (Apr 13,202212:54 CDT) By:
�7 Reginald Zeno ''7 Steven Shelley
Assistant City Manager Vice President
Date: Apr 12, 2022 Date: Apr 8, 2022
APPROVED AS TO FORM AND LEGALITY:
uJ .E
By:
Tyler F. Wallach
Assistant City Attorney
ATTEST: �°�OR?�Oaa�
0
�o 00
Tgnnette S. Goo�%ll C�0 0 2
�: Jannette S.Goodall(Apr 13,202215:24 CDT) 0� Y 0 �Y iJ
J By:
S. Goodall 000000 IC/
City Secretary ���nEXpSoAp
M&C: 21-0812 (October 19, 2021)
Form 1295: 2021-807200
CONTRACT COMPLIANCE MANAGER:
By signing below,I hereby acknowledge that I
am the person responsible for the monitoring
and administration of this contract,including
ensuring all performance and reporting
requirements:
Q:
By:Martha Collins(Apr 110,,2022 CDT)
Martha Collins
Economic Development Revitalization Coordinator
OFFICIAL RECORD
CITY SECRETARY
Economic Development Program Agreement FT.WORTH,TX
between City offort Worth and
Evan Rosedale Development GP,LLC 28 of35
EXHIBIT "A"
Form Addendum for Phases 1 and 2 Start Dates and Completion Deadlines
PHASE_START DATE AND COMPLETION DATE MEMORANDUM FOR FORT
WORTH CITY SECRETARY CONTRACT , AN ECONOMIC DEVELOPMENT
PROGRAM AGREEMENT
THIS MEMORANDUM is made by and between the CITY OF FORT WORTH, a
home-rule Texas municipal corporation("City")and EVANS ROSEDALE, LLC("Company''),
a Texas limited liability company.
WHEREAS, City and Company are parties to an Economic Development Program
Agreement, said agreement being recorded with the Fort Worth City Secretary as City Secretary
Contract Number ("Agreement").
WHEREAS, Company began c onstruction of the Phase Improvements on
which triggers the Phase_Deadline.
WHEREAS, City and Company desire to entire into this Memorandum memorializing the
Phase Start Date and Phase_Completion Date.
NOW, THEREFORE, City and Company agree as follows:
I. The actual Phase Start Date of the Agreement is
2. The actual Phase Completion Deadline of the Agreement will be
2. Capitalized terms not defined herein shall have the same meaning as set forth in the
Agreement.
CITY OF FORT WORTH: EVANS ROSEDALE, INC.
a Delaware corporation
By: By:
Name: Name:
Title: Title:
Date: Date:
APPROVED AS TO FORM AND LEGALITY:
By:
Name:
Assistant City Attorney
ATTEST:
Economic Development Program Agreement
between City offort Worth and Evans Rosedale,hie. 29 of35
By:
Name:
City Secretary
M&C: 21-0812 (October 19, 2021)
Form 1295: 2021-807200
CONTRACT COMPLIANCE MANAGER:
By signing below, I hereby acknowledge that I
am the person responsible for the monitoring
and administration of this contract,including
ensuring all performance and reporting
requirements:
By:
Name:
Title:
Economic Development Program Agreement
between City offort Worth and Evans Rosedale,hie. 30 of35
EXHIBIT BA"
Description and Map Depicting the Development Site
Location Map/Neighborhood Map
Historic 5outhAc Neighborhood
t
2.87
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IF
Jill
87
;II }' l
Va
".� Ln x 41
72
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Copyright 2021 City of Fart 1AJortli.Unauthorized reproduction is a violalian of applicable laws This produels of for
iriformaliarlal purposes and may not have been prepared for or be suitable for kigal, ongirearing,Dr surveying
purposes. It does not represent an on-the-ground survey and Wresants on ILIM approximate relalive location or
property boundaries.The City of Fort Worth aesurnes no mspansUlity Far the accuracy of said data.
Economic Development Program Agreement
between City of Fort Worth and Evans Rosedale,hie. 31 of35
EXHIBIT "C"
CONSENT TO ASSIGNMENT
FOR SECURITY PURPOSES OF
ECONOMIC DEVELOPMENT PROGRAM AGREEMENT
BETWEEN THE CITY OF FORT WORTH AND EVANS ROSEDALE, INC.
This CONSENT TO ASSIGNMENT FOR SECURITY PURPOSES OF FORT
WORTH CITY SECRETARY CONTRACT NO. ("Consent")is entered into by and
betweenthe CITY OF FORT WORTH("CITY"),ahome-rule municipal corporation of the State
of Texas, EVANS ROSEDALE INC, a corporation organized under the laws of Delaware
("Company"); and , a banking institution ("Lender").
RECITALS
The City, Company, and Lender agree that the following statements are true and correct
and constitute the basis upon which the parties have entered into this Consent:
A. The City and Company are currently parties to an Economic Development
Program Agreement ("Agreement"),the same being Fort Worth City Secretary Contract No.
The Agreement is a public document subject to disclosure pursuant to Texas public
information laws.
B. Section 13 of the Agreement provides that the Company may collaterally assign
the Agreement to a third-party lender or financial institution with the prior written consent of the
City (through its City Manager or its designated Assistant City Manager.).
C. Company wishes to obtain a loan from Lender in order to finance construction of
certain improvements for the Real Property Improvements and required by the Agreement
("Loan"). As security for the Loan,certain agreements between Company and Lender governing
the Loan including, but not limited to, that certain Construction Loan Agreement ("Loan
Agreement") and other "Loan Documents"as defined in the Loan Agreement (collectively,
"Loan Documents")require that Company assign,transfer and convey to Lender all of Company's
rights,interest in and to the Agreement until such time as Company has fully satisfied all duties
and obligations set forth in the Loan Documents that are necessary to discharge Lender's security
interest in the Agreement ("Assignment").
D. The City is willing to consent to this Assignment specifically in accordance with
the terms and conditions of this Consent.
AGREEMENT
1. The City,Company, and Lender agree that the recitals set forth above are true and
correct and form the basis upon which the City has entered into this Consent.
2. The City consents to the Assignment at the request of Company and Lender solely
for the purpose of Lender securing the Loan pursuant to and in accordance with the Loan
Documents. Notwithstanding such consent,the City does not adopt,ratify, or approve any of the
particular provisions of the Loan Documents and, unless and to the extent specifically
acknowledged by the City in this Consent, does not grant any right or privilege to Lender or any
Economic Development Program Agreement
between City offort Worth and Evans Rosedale,hie. 32 of35
assignee or successor in interest thereto that is different from or more extensive than any right or
privilege granted to Company under the Agreement.
3. In the event that the City is required by the Agreement to provide any kind of
written notice to Company,including notice of breach or default by Company,the City must also
provide a copy of such written notice to Lender,addressed to the following, or such otherparty or
address as Lender designates in writing, by certified mail, postage prepaid, or by hand delivery:
If to Lender:
or such other address(es) as Lender may advise City from time to time.
4. If Company fails to cure any default under the Agreement, the City agrees that
Lender,its agents or designees will have an additional thirty (30)calendar days or such greatertime
as may specifically be provided under the Agreement to perform any of the obligations or
requirements of Company imposed by the Agreement and that the City will accept Lender's
performance of the same as if Company hadperformed such obligations orrequirements;provided,
however,that in the event such default cannot be cured within such time, Lender, its agents or
designees, will have such additional time as may be reasonably necessary if, within such time
period, Lender has commenced and is diligently pursuing the remedies to cure such default,
including, without limitation, such time as may be required for Lender to gain possession of
Company's interest in the Development pursuant to the terms of the Loan Documents.
5. If, at any time, Lender wishes to exercise any foreclosure rights under the Loan
Documents,before taking any foreclosure action,Lender must first provide written notice to the
City of such intent("Notice"). Lender must copy Company on the Notice and deliver such Notice
to Company by both first class and certified mail return receipt concurrent with its transmittal of
the Notice to the City and represent in the Notice that it has done so. Notwithstanding anything to
the contrary herein,unless Lender enters into a written agreement with the City to assume and be
bound by all covenants and obligations of Company under the Agreement, Lender understands and
agrees that the City will not be bound to pay Lender any funds pursuant to the Agreement. In
addition, Lender understands and agrees that, if Lender wishes to sell all or any portion of the
Development Site or any improvements thereon to a third party following Lender's exercise of any
foreclosure rights under the Loan Documents,the City will not be bound to pay such third party
any funds pursuant to the Agreement unless Lender and such third party comply with the proc edlue
forassignment set forth*in Section 13 of the Agreement,including the obligation of suchthirdparty
to enter into a written agreement with the City to assume and be bound by all covenants and
obligations of Company under the Agreement. In the event that payment of any reimbursements
are withheld by the City pursuant to this Section 5,any rights to receipt of those reimbursements
are hereby waived.
6. In the event of any conflict between this Consent and the Agreement or any of the
Loan Documents,this Consent controls. In the event of any conflict between this Consent and any
of the Loan Documents,this Consent controls. In the event of any conflict between the Agreement
and any of the Loan Documents, the Agreement controls.
7. This Consent may not be amended or modified except by a written agreement
executed by all of the parties hereto. Notwithstanding anything to the contrary in the Loan
Documents, an amendment to any of the Loan Documents does not constitute an amendment to
this Consent or the TIF Agreement.
Economic Development Program Agreement
between City offort Worth and Evans Rosedale,hie. 33 of35
8. Once Company has fully satisfied all duties and obligations set forth in the Loan
Documents that are necessary to discharge Lender's security interest in the Agreement and such
security interest is released,Lender must provide written notice to the City that Lender has released
such security interest, in which case this Consent will automatically terminate.
9. This Consent will be construed in accordance with the laws of the State of Texas.
Venue for any action arising under the provisions of this Consent will he in state courts located in
Tarrant County,Texas or in the United States District Court for the Northern District of Texas,Fort
Worth Division.
10. Capitalized terms used but not specifically defined in this Consent have the
meanings ascribed to them in the Agreement.
11. This written instrument contains the entire understanding and agreement between
the City, Company, and Lender as to the matters contained herein. Any prior or contemporaneous
oral or written agreement concerning such matters is declared null and void.
12. This Consent is effective on the later date as of which all parties have executed it
This Consent may be executed in any number of duplicate originals and each duplicate original
shall be deemed to be an original. The failure of any party hereto to execute this Consent, or any
counterpart hereof, shall not relieve the other signatories from their obligations from their
obligations hereunder.
13. This Consent may be executed by electronic signature,which will be considered
as an original signature for all purposes and have the same force and effect as an original signature.
For these purposes,"electronic signature"means electronically scanned and transmitted versions
(e.g. via pdf file or facsimile transmission) of an original signature, or signatures electronically
inserted via software such as Adobe Sign.
EXECUTED as of the last date indicated below:
[SIGNATURES IMMEDIATELY FOLLOW ON NEXT PAGE]
Economic Development Program Agreement
between City offort Worth and Evans Rosedale,hie. 34 of35
IN WITNESS WHEREOF, the undersigned have caused this Consent to be executed in
Fort Worth, Tarrant County, Texas.
CITY OF FORT WORTH EVANS ROSEDALE, INC.,
a Delaware corporation
By: By:
Name: Name:
Title: Title:
Date: Date
Resolution Nos. 04-2021-02 (October 13, 2021)
APPROVED AS TO FORM
AND LEGALITY:
By:
Tyler F. Wallach
Assistant City Attorney
[BANK]
a banking institution
Contract Compliance Manager:
By signing, I acknowledge that I am the
person responsible for the monitoring by:
and administration of this contract, Name:
including ensuring all performance and Title:
reporting requirements.
Name:
Title:
Economic Development Program Agreement
between City offort Worth and Evans Rosedale,hie. 35 of35
City of Fort Worth, Texas
Mayor and Council Communication
DATE: 10/19/21 M&C FILE NUMBER:
LOG NAME: 17ARPA ALLOCATIONS EVANS & ROSEDALE REDEVELOPMENT
SUBJECT
(CD 8)Approve Allocation of Funds from the American Rescue Plan Act in the amount of$4,245,533.42 for the Evans and
Rosedale Redevelopment and Affordable Housing Project; Authorize Purchase at Fair Market Value of Thirty Fort Worth
Housing Finance Corporation Properties and Five Fort Worth Local Development Corporation Properties and Execution of
Necessary Agreements Therefor; and Authorize Sale to Hoque Global, LLC of the Thirty-Five Acquired Properties and Another
City Owned Property in Exchange for Nominal Monetary Consideration and the Grant of Deeds of Trust to Ensure Certain Use
for Affordable Housing and Execution of Necessary Agreements
RECOMMENDATION:
It is recommended that the City Council:
1. Approve the allocation of up to $4,245,533.42 from the American Rescue Plan Act, Subtitle M (Coronavirus State and
Local Fiscal Recovery Funds) for the Evans and Rosedale Redevelopment and Affordable Housing Project(Project) to
pay the fair market value of thirty-six properties being acquired and contributed to the Project, consisting of thirty Fort
Worth Housing Finance Corporation (FWHFC) properties ($3,595,977.13), five (5) Fort Worth Local Development
Corporation (LDC) properties ($235,950.00), and one (1) City property ($112,500.00);
2. Authorize acquisition of thirty (30) properties from, and execution of all necessary agreements with, the FWHFC;
3. Authorize acquisition of five (5) properties from, and execution of all necessary agreements with, the LDC; and
4. Authorize sale of the thirty-five (35) acquired properties and another City-owned property to, and execution of all necessary
agreements with, Hoque Global, LLC for nominal monetary consideration of$1.00 per property and the granting of deeds
of trust covering all property to ensure the property is used for the development and continued operation of affordable
housing for a period of at least fifteen (15)years from the date of issuance of the certificate of occupancy.
DISCUSSION:
The purpose of this Mayor and Council Communication (M&C) is to approve actions associated with the real estate transactions
for the Evans and Rosedale Redevelopment and Affordable Housing Project (Project).
Project Background
The thirty-six properties (collectively, the Property) are located within the boundaries of the Historic Southside Neighborhood, the
Evans and Rosedale Urban Village, Tax Increment Reinvestment Zone Number 4, and Census Tract 1231.001, which is a
Qualified Census Tract. The Property was part of the December 2018 Request for Expressions of Interest(RFEI) in which the
City of Fort Worth, the Fort Worth Housing Finance Corporation (HFC), and the Fort Worth Local Development Corporation
(LDC) sought a Master Developer arrangement in and near the historic Evans & Rosedale Urban Village.
Eight proposals were received through the RFEI and reviewed through an extensive staff and stakeholder evaluation process.
The selection criteria established included: 1.)Vision with respect to the history of the area; 2.) Quality of design; 3.) Economic
impact to the City; 4.) Qualifications and experience of the development team; 5.) Financial capacity of the team; 6.) Community
engagement; 7.)Alignment with the City's comprehensive plan and strategic economic development plans. Hoque Global
Properties, LLC ("Hoque")was selected as the development team that was most closely aligned with the selection criteria. After
significant community engagement and feedback, staff for the HFC, the City, and the LDC recommend that Hoque be selected
to redevelopment the area.
Between early 2019 and September, 2021, HFC, LDC, and City staff have negotiated a term sheet with Hoque. Hoque is
proposing a two-phased redevelopment that will result in a total of at least$70 million worth of investment; approximately 292
multifamily units, 20 townhomes, and 28 live-work units, with at least 20% of the total number of units being affordable; a cultural
square; parks, and other public spaces.
A neighborhood meeting outlining the conceptual project design and basic economic terms was held on September 16, 2021 at
Shamblee Library. The HFC and LDC met in a joint session on September 21, 2021 and approved resolutions authorizing the
sale of the parcels owned by H FC and LDC to the City as-is for the fair market value price, with each corporation authorizing its
General Manager to execute closing documents. Fair market value was determined using information from a broker's property
opinion, which indicated the value of the area properties is $21.27/s.f.
Due to market considerations, in order for the development to be financially feasible, Hoque must be able to purchase the
Property at a value significantly less than fair market value. As noted in prior public presentations and addressed in more detail
below, the plan is for the City to allocate $4,245,533.42 in Subtitle M funds under the American Rescue Plan Act(ARPA) to pay
the fair market value of the Property that will be contributed to the Project.
Approval of this M&C authorizes the purchase of the 30 properties from the HFC at a price of$3,595,977.13 and the five
properties from the LDC for$235,950.00 and allocates funding to pay for the one parcel owned by the City and valued at
$112,000. As authorized by Texas Local Government Code Section 272.001(g), the Property, which has a combined fair market
value of$4,245,553.42, would be sold to Hoque for monetary consideration of$1 each for the purpose of developing low-to
moderate-income housing; to effectuate and maintain the public purpose of affordable housing, the Property will be subject to a
lien through a Deed of Trust to Secure Performance, ensuring the required affordable housing is offered at the Property for a
period of at least 15 years. If the affordable housing requirements are not met, Hoque would be required to repay the full fair
market value of the Property out of its own separate funds.
The Property to be sold includes:
Fort Worth Housing Finance Corporation Property
PARCEL VALUE
NO. CFW ID ADDRESS LEGAL AREA(s.f.)
DESCRIPTION ($21.27/s.f.)
IL IL_
924 SCHLATERS
1 125739 MISSOURI SUBDIVISION 6530.439453 138,902.45
AVE Block 1 Lot 7
916 SCHLATERS
2 125098 MISSOURI SUBDIVISION 6769.264648 143,982.26
AVE Block 1 Lot 5
EVANS
3 125264 920 EVANS SOUTH 8766.886719 186,471.68
AVE ADDITION
Block 1 Lot 6
EVANS
1000 EVANS SOUTH
4 126389 AVE ADDITION 5069.969727 107,838.26
Block 3 Lot 1 &
L _F
A L
920 SCHLATERS
5 125304 MISSOURI SUBDIVISION 5913.998047 125,790.74
AVE Block 1 Lot 6
904 SCHLATERS
6 124251 MISSOURI SUBDIVISION 7039.71875 149,734.82
AVE Block 1 Lot 2
n�
917 SOUTH SCHLATERS
7 125104 FM SUBDIVISION 5146.254883 109,460.84
Block 1 Lot 12
SCHLATERS
8 124500 901 SOUTH SUBDIVISION 5148.732422 109,513.54
FWY Block 1 Lot 14
THRU 16
810 EVANS
9 126163 MISSOURI SOUTH 6047.929688 128,639.46
AVE ADDITION
Block 3 Lot 12
928 SCHLATERS
10 125957 MISSOURI SUBDIVISION 7118.005859 151,399.98
AVE Block 1 Lot 8
EVANS
11 123988 900 EVANS SOUTH 8071.225586 171,674.97
AVE ADDITION
Block 1 Lot 1
EVANS
12 125737 924 EVANS SOUTH 7644.488281 162,598.27
AVE ADDITION
Block 1 Lot 7
EVANS
13 125946 928 EVANS SOUTH 7592.90625 161,501.12
AVE ADDITION
Block 1 Lot 8
EVANS
1000 EVANS SOUTH
14 126155 AVE ADDITION 4088.458984 86,961.52
Block 3 Lot 1 &
LL -L F
EVANS
15 125045 916 EVANS SOUTH 7523.294922 160,020.48
AVE ADDITION
Block 1 Lot 5
921 SOUTH SCHLATERS
16 125314 FM SUBDIVISION 5135.705078 109,236.45
Block 1 Lot 11
708 E SCHLATERS
17 124006 TERRELL SUBDIVISION 2835.770508 60,316.84
AVE Block 1 Lot 1
W43' LOT 1
�L uL- ui u
SCHLATERS
710 E SUBDIVISION
18 124006 TERRELL Block 1 Lot 1 3270.558594 69,564.78
AVE W41'E82' LOT— J L
1
900 SCHLATERS
19 124006 MISSOURI SUBDIVISION 2659.220703 56,561.62
AVE Block 1 Lot 1
E41' LOT 1
SCHLATERS
20 124003 901 SOUTH SUBDIVISION 6964.4375 148,133.59
FWY Block 1 Lot 14
THRU 16
SCHLATERS
21 124258 901 SOUTH SUBDIVISION 5138.206055 109,289.64
FWY Block 1 Lot 14
THRU 16
EVANS
915 SOUTH
22 124888 MISSOURI ADDITION 7413.944336 157,694.60
AVE Block 1 Lot 4 W
65'4 BLK 1
EVANS
912 EVANS SOUTH Included in
23 124888 AVE ADDITION 915 Missouri _
Block 1 E parcel
86'LOT 4
759 E SCHLATERS
24 125967 DASHWOOD SUBDIVISION 5860.902344 124,661.39
ST Block 1 Lot 9
EVANS
900 EVANS SOUTH
25 124396 AVE ADDITION 7895.463867 167,936.52
Block 1 Lot 3 E
84'3 BLK 1 j L
908 SCHLATERS
26 124536 MISSOURI SUBDIVISION 6018.348633 128,010.28
AVE Block 1 Lot 3
913 SOUTH SCHLATERS
27 124536 FWY SUBDIVISION 5135.777344 109,237.98
Block 1 Lot 13
����
925 SOUTH SCHLATERS
28 124917 FM SUBDIVISION 5130.567383 109,127.17
Block 1 Lot 10
EVANS
29 125770 900 EVANS SOUTH 7132.858398 151,715.90
AVE ADDITION
Block 1 Lot 2
EVANS included in
900 EVANS SOUTH 900 Evans
30 124170 AVE ADDITION -
Block 1 Lot 3 W parcel
67'3 BLK 1 124396
❑� TOTALS 1691
063.33 $3,595,977.13
Sf
Local Development Corporation Property
PARCEL LEGAL VALUE
NO. ADDRESS DESCRIPTION AREA(s.f.)
($21.27/s.f.)
MC ANULTY&
NESBITT SUB
901 EVANS EVANS BLOCK 2
1 AVE LOT 1 4799.548828 102,086.40
MC ANULTY&
NESBITT SUB
901 EVANS EVANS BLOCK 2
2 AVE LOT 2 5191.926758 110,432.28
MC ANULTY&
NESBITT SUB
909 EVANS EVANS BLOCK 2
3 AVE LOT 30 4727.975586 100,564.04
1009 KRAUSE, A
EVANS SUBDIVISION
4 AVE BLOCK 4 LOT 2F 4915.320313 104,548.86
1013 KRAUSE, A
EVANS SUBDIVISION
5 AVE BLOCK 4 LOT 2E 5615.641602 119,444.70
TOTALS =1 25,250.41 sf $537,076.29
City of Fort Worth Property
PARCEL LEGAL AREA
NO. ADDRESS DESCRIPTION (s.f.) VALUE
J
n �
KRAUSE, A
1005 EVANS SUBDIVISION BLOCK 4
1 AVE LOT 1 E 7,500 $112,500
All properties are located in COUNCIL DISTRICT 8.
Allocation of ARPA Subtitle M Funding
Responding to the negative economic impacts of the coronoavirus pandemic is a specifically identified use of ARPA dollars
under Section 603(c)(1)(A) of Title VI of the Social Security Act (added by ARPA). Treasury Department guidance specifically
notes that these Fiscal Recovery Funds can be deployed for a broad range of uses to address "the disproportionate . . .
economic impacts of the crisis on the hardest-hit communities, populations, and households" and to provide services and
additional investments in Qualified Census Tracts, such as the one in which the Project is located. Therefore, it has been
determined that paying for the Property so that can be contributed to the Project below cost is an eligible use of funds as a
response to negative economic impact and an investment in housing and neighborhoods in a Qualified Census Tract.
The following chart reflects the current status for allocation of the City's ARPA funding under Subtitle M and incorporates each
ARPA M&C on the October 19, 2021 Council Agenda:
Status Amount M&C ss
Total CFWARPA $173,745,090.00 21-0445
Subtitle M Funding
Allocations $6,000,000.00 25ARPA-VFW-TDG
Approved To-Date
Pending Allocation $11000,000.00 13ARPA-ADMINISTRATION
Pending Allocation $10,100,000.00 19ARPAALLOCATIONS TO
HOUSING AND HUMAN
SERVICES PROJECTS
Pending Allocation $300,000.00 25ARPA-WRMC MURAL
PLAQUES
Pending Allocation $2,400,000.00 17ARPA ALLOCATIONS
UNTHSC TECHSTARS
Pending Allocation $3,000,000.00 17ARPA ALLOCATION CDFI
FRIENDLY AMERICA
Pending Allocation $4,245,533.42 17ARPA ALLOCATIONS
EVANS & ROSEDALE
REDEVELOPMENT (This M&C)
Remaining $146,699,556.58
Unallocated
Balance
The Evans-Rosedale Project was also determined to be a qualified priority by City Management for ARPA funding as approved
by the City Council in M&C 21-0445 on June 22, 2021. ARPA funds must be committed by the end of 2024 and spent by the
end of 2026. The Property purchase should be completed by March 2022.
Approval of this M&C will allocate $4,245,533.42 for FY2022 in the American Rescue Plan Act project in the Grants Operating
Federal Fund budget. Necessary reporting and documentation requirements will be followed to ensure the City can comply with
all reporting requirements of the ARPA legislation.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that upon approval of the above recommendations, funds are available in the current operating
budget, as appropriated, of the Grants Operating Federal Fund. The Economic Development Department shall be responsible
for ensuring that only expenditures allowable under the American Recovery Plan Act are charged to this funding source.
Submitted for City Manager's Office by: Fernando Costa 6122
Jay Chapa 5804
Originating Business Unit Head: Robert Stums 2663
Victor Turner 8187
Additional Information Contact: Amy Connolly 7556
Expedited
City of Fort Worth, Texas
Mayor and Council Communication
DATE: 10/19/21 M&C FILE NUMBER:
LOG NAME: 17EVANSROSEDALE EDPA
SUBJECT
(CD 8) Authorize Execution of an Economic Development Program Agreement with Hoque Global Properties LLC, and/or
Related Affiliates, to develop certain properties owned by the City of Fort Worth, Fort Worth Housing Finance Corporation, and
Fort Worth Local Development Corporation located in the Evans & Rosedale Urban Village as a mixed-use urban development.
RECOMMENDATION:
It is recommended that the City Council authorize the execution of an Economic Development Program Agreement with Hoque
Global Properties LLC, and/or Related Affiliates, to develop certain properties owned by the City of Fort Worth, Fort Worth
Housing Finance Corporation, and Fort Worth Local Development Corporation located in the Evans & Rosedale Urban Village
as a mixed-use urban development on the terms set forth below in the discussion.
DISCUSSION:
Hoque Global Properties LLC and Related Affiliates (Developer) intend to develop certain properties owned by the City of Fort
Worth, Fort Worth Housing Finance Corporation, and Fort Worth Local Development Corporation located in the Evans &
Rosedale Urban Village (Project Site) as a mixed-use urban development. The development will include commercial, retail, and
residential units, as well as a parking structure and enhancements to the plaza and other public spaces ("Development"), in
return for the economic development incentives.
In order to facilitate the Development, the City proposes to enter into an Economic Development Program Agreement (EDPA)
with the Company to provide up to 15 annual grants equal to up to 80% of the incremental increase from the City's ad-valorem
taxes on the real and business personal property at the Project Site and 80% of the City's available one-cent sales tax
attributable to the Project Site (Grants). The combined aggregate value of all EDPA grants will be capped at a gross amount of
$9,000,000.00 (Program Cap). Requirements for payment of the incentive are as described below.
Devloper Commitments:
Developer Investment:
I. Developer Construction Commitments
a. Developer must invest at least $60 million in total development costs within the boundaries of the Project Site, where a
minimum of$56 million must be Hard Construction Costs, with construction starting within 18 months and completion
within an additional 36 months from the signing of the required agreements for development of the Development, which
includes:
i. 292 multifamily units and 28 live/work units
ii. 27,000 square feet of retail or office space
a. 15,000 square feet of the retail space will be marketed to an urban grocer for up to 12 months past
receipt of the Certificate of Occupancy
iii. 339 space parking garage
iv. enhancements to include the cultural square, linear parks, interactive square, and other public spaces.
b. Phase II - Invest an aggregate of at least$70 M in Total Development Costs within the boundaries of the Project Site, to
include those requirements in Section 1.a. as well as:
i. 20 townhomes
c. Spend 15% of Total Development Costs with contractors that are business equity firms, as defined in the City's ordinance.
Failure to meet this requirement will result in a reduction of the Potential Grant by 10%.
d. Rent no fewer than 20% of all rental residential units as affordable housing, to be comprised of i) 10% of all residential
units leased to individuals or families earning at or below 80% of the Area Median Income for the Fort Worth-Arlington
region in a given year as established by the U.S. Department of Housing and Urban Development, and ii) 10% of all
residential units leased to individuals or families earning at or below 60% of the Area Median Income. Failure to meet the
criteria outlined in Section I.d. shall be an event of default.
Other Developer Commitments:
a. Demonstrates the financial capacity and commitments to complete the project prior to any land transactions and no later
than 6 months after signing of the Definitive Agreements;
b. Employ or cause to employ a minimum 30 Full-Time Employees on the Property by December 31, 2024, using good faith
efforts to hire from the neighborhood areas indicated in the attached "Exhibit A";
c. The Developer shall hold an initial public community meeting during the time period identified by City, which shall be after
the full execution of this Term Sheet by Developer and the City, and continue to hold public community meetings every six
months following the initial public meeting, until Phase I of the project is complete. Beginning upon execution of this
agreement until Phase I is complete, the Developer shall provide quarterly project status updates to the City to be made
public via the City website. The City will not seek approval until the initial community meeting has been held.
d. Is responsive to and specifically informed by historic and cultural context in designing the buildings and public spaces; and
e. Developer will also work with the City of Fort Worth to make best efforts to attract a grocer to the Development.
f. The Developer will pursue a waiver of certain permit and impact fees related to the Development through the
Neighborhood Empowerment Zone application process.
g. The Developer will make best efforts to acquire the property located at 912 Missouri Avenue, Fort Worth, TX 76104 from
the private property owner with a conclusion of such efforts no later than March 31, 2022. This is a hard deadline and may
only be extended only by action of the City. In the event acquisition of 912 Missouri Avenue, Fort Worth, TX 76104 does
not occur, the scope of the Phase I and Phase II construction commitments outlined in Section I.a. and 1.b. may be revised
based upon the redesign of the project.
City Commitments:
Economic Development Program Agreement Grants
Pursuant to Section 10, Catalytic Development Project, of the Economic Development Program Policy, enter into an Economic
Development Program Agreement that will provide up to fifteen annual grants based on the incremental value of the real and
business personal property at the Project Site and 80% of the City's available one-cent sales tax attributable to the Property
("Grants"). The Chapter 380 incentive cap shall be $8 million (gross) upon completion of the Phase I commitments. If Phase II
commitments are achieved, the Chapter 380 incentive cap shall increase to $9 million (gross).
The amount of the grants will be determined annually and in accordance with the following table.
Company Commitment Maximum
Grants
Real & Business Personal Property Investment(Base 65%
Commitment)
15\% M/WBE Contractors 10%
30 Full-Time Employees 5%
TOTAL 80%
The grants will begin in the second calendar year following the completion date of the Project, and will be based on the tax year
that immediately follows the year in which the completion date occurred. For example, if the Project is completed on December
31, 2024, the grants will be based on the value of property assessed for the 2025 tax year, with the grants paid in calendar year
2026.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that approval of this agreement will have no material effect on the Fiscal Year 2022 Budget.
While no current year impact is anticipated from this action, any effect on expenditures and revenues will be budgeted in future
Fiscal Years and will be included in the long-term financial forecast.
Submitted for City Manager's Office by: Jay Chapa 5804
Originating Business Unit Head: Robert Stums 2663
Additional Information Contact: Robert Stums 2663
Expedited