HomeMy WebLinkAboutContract 46495 CITY SECRETAW
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ECONOMIC DEVELOPMENT PROGRAM AGREEMENT
This ECONOMIC DEVELOPMENT PROGRAM AGREEMENT
("Agreement") is entered into by and between the CITY OF FORT WORTH, TEXAS
(the "City"), a home rule municipality organized under the laws of the State of Texas,
and FORT WORTH HERITAGE DEVELOPMENT, LLC ("Developer"), a Texas
limited liability company.
RECITALS
The City and Developer hereby agree that the following statements are true and
correct and constitute the basis upon which the City and Developer have entered into this
Agreement:
A. Developer and its Affiliates own or lease and control certain tracts of real
property comprising in total approximately 64.6 acres of land in the Historic Stockyards
area of the City, as more specifically described and depicted in Exhibit "A", attached
hereto and hereby made a part of this Agreement for all purposes. Developer wishes to
develop and redevelop this property and, potentially, other tracts of land in the vicinity
that Developer and/or its Affiliates may acquire or lease and control, into a mixed-use
development with varied uses, that may include, without limitation, a hotel, retail space,
restaurants, office space and rental residential apartments, with the understanding that
Developer ultimately will determine the types of improvements and mix of uses based on
market considerations at the time. A conceptual plan of the proposed project is attached
hereto as Exhibit "B".
B. Developer has represented to the City that its proposed development will
not be feasible financially without public assistance due to, among other things, the high
costs associated with preservation and restoration of historic buildings, insufficient
infrastructure on and around the Development Property, and the need for the construction
of parking garages for the benefit of the area, all of which are necessary to achieve the
public purpose of continuing to ensure the preservation of the City's western heritage and
the continued success of the Historic Stockyards, both for the benefit of citizens and
visitors, as outlined more specifically in Recital C hereof.
C. The 2014 Comprehensive Plan, which was adopted by the City Council
pursuant to Ordinance No. 21164-03-2014 (the "Comprehensive Plan"), cites thirteen
(13) core values that have been identified as central to any plans to define and guide the
City's future. The first core value identified in the Comprehensive Plan is an overarching
desire to preserve the City's western heritage. In addition, the Comprehensive Plan cites
tourism as a major contributor to the City's economy. The Comprehensive Plan states
that the City should establish goals to improve the Historic Stockyards and to continue
the success of that area in order to increase and promote the City's appeal to tourists, both
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Economic Development Program Agreement
Between City of Fort Worth and Fort Worth Heritage,LLC CITY SECRETARY
RECEIVED MAR 0.8 A.M. FT, WORTH,TX
for business and pleasure. In order to realize the City's various economic development
strategies, the Comprehensive Plan recommends that the City create economic
development programs on a model of custom-designed incentives and partnership
programs with private businesses on a case-by-case analysis of individual projects to help
ensure the growth and diversification of the local economy.
D. The area of the Historic Stockyards east of North Main Street, including
the property that Developer wishes to redevelop, was recently rezoned to PD/MU-2
(Planned Development High Intensity Mixed-Use), with site plan required. The rezoning
was in recognition that the Comprehensive Plan notes that the Historic Stockyards has
been designated as a mixed-use growth center, which is defined as an urbanized place
containing a mix of uses in a relatively small geographic area that has "a sense of place"
and tends to be "bustling, diverse, and festive." The Comprehensive Plan also states that
economic development is a potential benefit of mixed-use growth centers. .This rezoning
was designed to protect the integrity of the historical, architectural and cultural flavor of
the Historic Stockyards until a Form-Based Code can be developed for property in Public
Improvement District No. 11 (the "Stockyards PID Area"). Developer has agreed to
work with the City staff and other property owners in the Historic Stockyards to develop
this form-based code.
E. As recommended by the Comprehensive Plan and in accordance with
Resolution No. 3716-03-2009, adopted by the City Council on March 10, 2009, the City
has established an economic development program pursuant to which the City will, on a
case-by-case basis, offer economic incentive packages authorized by Chapter 380 of the
Texas Local Government Code that include monetary loans and grants of public money,
as well as the provision of personnel and services of the City, to businesses and entities
that the City Council determines will promote state or local economic development and
stimulate business and commercial activity in the City in return for verifiable
commitments from such businesses or entities to cause specific infrastructure,
employment and other public benefits to be made or invested in the City (the 11380
Program").
F. The City Council has determined that by entering into this Agreement, the
potential economic benefits that will accrue to the City under the terms and conditions of
this Agreement are consistent with the City's economic development objectives and that
promoting development and redevelopment in the Historic Stockyards area will further
the goals espoused by the Comprehensive Plan for retaining the core values of the City
and for increased promotion of tourism in the City as an enhancement for the benefit of
the local economy. In addition, the City Council has determined that the 380 Program is
an appropriate means to achieve the proposed development and to ensure that it retains
the historical, architectural and cultural flavor of the Stockyards, which the City Council
has determined is necessary and desirable, and that the potential economic benefits that
will accrue to the City pursuant the terms and conditions of this Agreement are consistent
with the City's economic development objectives as outlined in the Comprehensive Plan.
The Agreement is authorized by Chapter 380 of the Texas Local Government Code.
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G. The City has determined that the feasibility of the proposed development
is contingent on Developer's receipt of the Program Grants, as provided in this
Agreement. The City's analysis is specifically based on financial information provided
by Developer.
NOW, THEREFORE, 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 Developer hereby agree, that the
recitals set forth above are true and correct and form the basis upon which the parties
have entered into this Agreement.
2. DEFINITIONS.
In addition to terms defined in the body of this Agreement, the following terms
shall have the definitions ascribed to them as follows:
380 Program has the meaning ascribed to it in Recital E.
Affiliate means any entity, incorporated or otherwise, under common control
with, controlled by or controlling Developer. For purposes of this definition, "control"
means fifty percent (50%) or more of the ownership determined by either value or vote.
Affordable Housing Commitment has the meaning ascribed to it in Section 4.7.
Auregate Sales Tax Base means the sum of the Sales Tax Bases of all parcels of
the Development Property.
Annual Sales Entity Report has the meaning ascribed to it in Section 4.8.2.
Certificate of Completion has the meaning ascribed to it in Section 5.1.
Completion Deadline means the Level 1 Completion Deadline, the Level 2
Completion Deadline or the Level 3 Completion Deadline, depending on the context, and is
a general term used herein to refer to such various Completion Deadlines.
Comprehensive Plan has the meaning ascribed to it in Recital C.
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Comptroller means the Texas Comptroller for Public Accounts.
Consent to Collateral Assignment Agreement has the meaning ascribed to it in
Section 11.
Construction Costs means the aggregate of Hard Construction Costs, Tenant
Improvement Costs, and the following costs directly expended or caused to be expended
by Developer or by third parties other than Developer for a Level of the development:
engineering fees; architectural and design fees; real estate commissions; costs of third
party consultants, including, but not limited to, attorneys, architects, engineers, and
planning, zoning and environmental consultants; developer fees; zoning fees; insurance
taxes, and construction soft costs directly related to the construction of a Level of the
Development; and financing costs, including capitalized interest. Any sums expended for
or associated with improvements that do not comply with applicable zoning requirements
of the City will not be counted as Construction Costs under this Agreement.
Development means the Improvements constructed on the Development
Property, including the Level 1 Development as well as the Level 2 Development and the
Level 3 Development if constructed.
Development Personal Property Tax Revenues means revenues received by the
City from ad valorem taxes on the Development Property and any improvements thereon,
minus the sum of (i) the amount of ad valorem taxes received by the City on Taxable
Tangible Personal Property located on those portions of the Development Property
described and depicted in Exhibit "A" for the 2014 tax year, plus (ii) the amount of ad
valorem taxes received by the City on Taxable Tangible Personal Property located on any
additional parcels that are owned by Developer and approved in writing by the City
Manager as eligible to be added as part of the Development Property in accordance with
and for the purposes set forth in this Agreement for the tax year immediately preceding
the year in which such written approval was granted. The taxable appraised value of the
Taxable Tangible Personal Property for any given year will be established solely by the
appraisal district that has jurisdiction over the Development Property at the time.
Development Property means those parcels of land described and depicted in
Exhibit "A", plus any additional parcel located within the then-current boundaries of
Public Improvement District No. 11, City of Fort Worth, Texas (the Stockyards PID) that
may become owned or leased and controlled by Developer or an Affiliate at any time
between the Effective Date of this Agreement and the Level 3 Completion Deadline, on
which Developer and/or an Affiliate intends to construct Improvements, and that is
approved in writing by the City Manager as eligible to be added as part of the
Development Property for the purposes set forth in this Agreement.
Development Property Sales Tax Revenues means revenues received by the
City from the one percent (I%) available City sales tax that is presently in effect pursuant
to Texas Tax Code §§ 321.101(a) and 321.103, resulting from (i) incremental taxes
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collected by Development Property Users on Sales transacted on the Development
Property in excess of the Aggregate Sales Tax Base calculated for a given tax year, as
reflected in the Sales Tax Base Certificate issued in accordance with Section 5.2;
provided, however, that Development Property Sales Tax Revenues specifically excludes
all revenues from (a) the Crime Control District Sales Tax imposed by the City pursuant
to Texas Tax Code § 323.105 and Texas Local Government Code § 363.005, as may be
amended, and (b) the Transit Authority Sales Tax paid to the City by the Fort Worth
Transportation Authority pursuant to City Secretary Contract No. 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 revenues
based on less than a one percent (1%) sales tax, then the meaning of Development
Property Sales Tax Revenues shall automatically be adjusted to equal that 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 a 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 Development Property
Sales Tax Revenues shall be computed to reflect that increased percentage up to a
maximum aggregate of one percent (I%).
Development Property User means any person or entity, and any employee,
agent, tenant, or invitee thereof, that has the legal right to use or occupy any portion of
the Development Property for any lawful purposes, including without limitation,
Developer, its Affiliates, contractors, subcontractors and tenants.
Development Real Property Tax Revenues means revenues received by the
City from ad valorem taxes on the Development Property and any improvements thereon,
minus the sum of (i) the amount of ad valorem taxes received by the City on those
portions of the Development Property described and depicted in Exhibit "A", and any
improvements located thereon, for the 2014 tax year, plus (ii) the amount of ad valorem
taxes received by the City on any additional parcels that are owned by Developer and/or
an Affiliate and approved in writing by the City Manager as eligible to be added as part
of the Development Property in accordance with and for the purposes set forth this
Agreement, and any improvements thereon, for the tax year immediately preceding the
year in which such written approval was granted. The taxable appraised value of the
Development Property for any given year will be established solely by the appraisal
district that has jurisdiction over the Development Property at the time.
Director means the director of the City's Housing and Economic Development
Department.
Effective Date has the meaning ascribed to it in Section 3.
Employment Commitment has the meaning ascribed to it in Section 4.4.
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Employment Percentage has the meaning ascribed to it in (i) Section 6.1.4 as it
applies to Real/Personal Property Program Grants and (ii) Section 6.2.4 as it applies to
Sales Program Grants.
Expiration Date means the following:
(a) If the Level 1 Development occurs by the Level 1 Completion Deadline,
as verified in the Certificate of Completion for that Level issued by the
City in accordance with Section 5.1, but the Level 2 Development does
not occur by the Level 2 Completion Deadline, the Expiration Date will be
the date as of which the City has paid Developer the fifth (5th) annual
Real/Personal Property Program Grant and the fifth (5th) annual Sales
Program Grant in accordance with this Agreement.
(b) If the Level 1 Development occurs by the Level 1 Completion Deadline
and the Level 2 Development occurs by the Level 2 Completion Deadline,
as verified in the Certificates of Completion for those Levels issued by the
City in accordance with Section 5.1, but the Level 3 Development does
not occur by the Level 3 Completion Deadline, the Expiration Date will be
the date as of which the City has paid Developer the fifteenth (15th)
annual Real/Personal Property Program Grant and the fifteenth (15th)
annual Sales Program Grant in accordance with this Agreement.
(c) If the Level 1 Development occurs by the Level 1 Completion Deadline,
the Level 2 Development occurs by the Level 2 Completion Deadline, and
the Level 3 Development occurs by the Level 3 Completion Deadline, as
verified in the Certificates of Completion for those Levels issued by the
City in accordance with Section 5.1, the Expiration Date will be the date
as of which the City has paid Developer the twenty-fifth (25th) annual
Real/Personal Property Program Grant and the twenty-fifth (25th) annual
Sales Program Grant in accordance with this Agreement.
First Operating Year means the first full calendar year following the year in
which the Level 1 Development occurs.
Form-Based Code means specified mixed-use development zones that provide
development and design standards and administrative procedures that encourage high-
quality, sustainable, pedestrian-oriented development and creative design.
Fort Worth Certified M/WBE Company means a minority or woman-owned
business that (i) has received certification as either a minority business enterprise (MBF,),
a woman business enterprise (WBE) or a disadvantaged business enterprise (DBE) by the
North Central Texas Regional Certification Agency (NCTRCA); (ii) has a principal
business office located within the corporate limits of the City; and (iii) from such
principal business office performs a function or provides a service for which Developer is
seeking credit under this Agreement.
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Fort Worth Company means a business, including a business owned by a
principal affiliated with Developer,that has a principal office located within the corporate
limits of the City and from such principal office performs a function or provides a service
for which Developer is seeking credit under this Agreement. For purposes of this
Agreement, the offices of Majestic Realty Co. and Commerce Construction Co., L.P.
located in the Exchange Building at 131 East Exchange Ave. in the City will be counted
as Fort Worth Companies.
Fort Worth Construction Commitment has the meaning ascribed to it in
Section 4.2.
Fort Worth Construction Percentage has the meaning ascribed to it in (i)
Section 6.1.2 as it applies to Real/Personal Property Program Grants and (ii) Section
6.2.2 as it applies to Sales Program Grants.
Fort Worth Sunply and Service Percentage has the meaning ascribed to it in (i)
Section 6.1.5 as it applies to Real/Personal Property Program Grants and (ii) Section
6.2.5 as it applies to Sales Program Grants.
Fort Worth Supply and Service Spending Commitment has the meaning
ascribed to it in Section 4.5.
Full-time Equivalent Job means a unit of 40 paid hours of employment per week
from two or more Part-time Jobs and/or excess hours worked by employees having Full-
time Jobs on the Development Property provided by a Development Property User, as
verified from data submitted by Developer in the reports required by Section 4.8.4 of this
Agreement.
The number of Full-time Equivalent Jobs is determined by the ratio of the total
number of paid hours during a period (part time hours, excess full time hours, contracted)
to 40 hours.
For example: If there are three employees and one employee works 50 hours (10
hours in excess of a 40 hour week), one works 35 hours, and one works 25 hours in a
week. The total is one Full-time Job and 70 total additional hours. The jobs calculation
is one Full-time Job and 1.75 Full-time Equivalent Jobs (70 hours divided by 40 hours =
1.75).
Full-time Job means an employment position on the Development Property
provided by a Development Property User comprising at least forty (40) hours per week,
as verified from data submitted by Developer in the reports required by Section 4.8.4 of
this Agreement.
Hard Construction Costs means the aggregate of the following costs expended
or caused to be expended by Developer for a Level of the Development: actual site
development and construction costs, contractor fees, and the costs of supplies and
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materials, but excludes land acquisition costs paid by Developer for the various parcels
that make up the Development Property. Hard Construction Costs specifically excludes
Tenant Improvement Costs and any Construction Costs expended for the Improvements
by third parties other than Developer and its contractors and subcontractors.
HUD means the United States Department of Housing and Urban Development.
Improvements means any improvements to the Development Property made or
caused to be made by Developer (fully in accordance with and in compliance with
applicable zoning requirements of the City), including, by way of example only and
without limitation, construction of a hotel, retail space, restaurants, office space and
Residential Units.
Level means the Level 1 Development, the Level 2 Development, or the Level 3
Development, depending on the context, and is a general term used herein to refer to such
various levels of the Development.
Level 1 Completion Deadline means December 31, 2018.
Level 1 Development means the expenditure of at least Thirty-five Million
Dollars ($35,000,000.00) in Construction Costs for Improvements.
Level 2 Completion Deadline means December 31, 2022.
Level 2 Development means the aggregate expenditure of at least One Hundred
Million Dollars ($100,000,000.00) in Construction Costs for Improvements, inclusive of
the Level 1 Development.
Level 3 Completion Deadline means December 31, 2024.
Level 3 Development means the aggregate expenditure of at least One Hundred
Seventy-five Million Dollars ($175,000,000.00) in Construction Costs for Improvements,
inclusive of the Level 1 Development and the Level 2 Development.
Mixed-Use Zoning Ordinance means an ordinance adopted by the City Council
that rezones property located in that portion of the Historic Stockyards east of North
Main Street, including all of the Development Property, as PD/MU-2 (Planned
Development High Intensity Mixed-Use), with site plan required.
M/WBE Construction Commitment has the meaning ascribed to it in Section
4.3.
MIWBE Construction Percentage has the meaning ascribed to it in (i) Section
6.1.3 as it applies to ReaUPersonal Property Program Grants and (ii) Section 6.2.3 as it
applies to Sales Program Grants.
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M/WBE Supply and Service Percentalle has the meaning ascribed to it in (i)
Section 6.1.6 as it applies to Real/Personal Property Program Grants and (ii) Section
6.2.6 as it applies to Sales Program Grants.
M/WBE Supply and Service Spendinlz Commitment has the meaning ascribed
to it in Section 4.6.
Notice of Completion has the meaning ascribed to it in Section 4.8.1.
Overall Construction Percentaze has the meaning ascribed to it in (i) Section
6.1.1 as it applies to Real/Personal Property Program Grants and (ii) Section 6.2.1 as it
applies to Sales Program Grants.
Part-time Job means an employment position on the Development Property
provided by a Development Property User comprising less than forty (40) hours per
week.
Pre-existing Lease means a Lease providing a possessory interest in a portion of
the Development Property to a Development Property User, valid on the date of the
approval of this Agreement by the City Council and operating without further amendment
under its unexpired term or under the exercise of extension rights by lessee that were
contained within the lease on the date of the approval of this Agreement by the City
Council.
Pre-existing Lessee means-a Development Property User whose right of use or
occupancy of a portion of the Development Property is derived from a Pre-existing
Lease.
Program Cap means the maximum number of gross dollars comprising the sum
of the aggregate amount of all Real/Personal Program Grants and Sales Program Grants
paid by the City pursuant to this Agreement, and subject to Section 6.3, as follows:
(a) If the Level 1 Development occurs by the Level 1 Completion Deadline,
as verified in the Certificate of Completion for that Level issued by the City in
accordance with Section 5.1, the Program Cap will equal Thirteen Million Four
Hundred Thousand Dollars ($13,400,000.00), gross.
(b) If the Level 1 Development occurs by the Level 1 Completion Deadline
and the Level 2 Development occurs by the Level 2 Completion Deadline, as
verified in the Certificate of Completion for those Levels issued by the City in
accordance with Section 5.1, the Program Cap will be increased to equal an
aggregate of Forty Million Two Hundred Thousand Dollars ($40,200,000.00),
gross.
(c) If the Level 1 Development occurs by the Level 1 Completion Deadline,
the Level 2 Development occurs by the Level 2 Completion Deadline, and the
Level 3 Development occurs by the Level 3 Completion Deadline, as verified in
the Certificate of Completion for those Levels issued by the City in accordance
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with Section 5.1, the Program Cap will be increased to equal an aggregate of
Sixty-seven Million Dollars ($67,000,000.00), gross.
Program Grants means, generally, the annual economic development grants paid
by the City to Developer in accordance with this Agreement and as part of the 380
Program, which are comprised of the annual Real/Personal Property Program Grants and
Sales Program Grants.
Program Year means a calendar year in which the City is obligated pursuant to
this Agreement to pay Developer a Real/Personal Property Program Grant and a Sales
Program Grant, beginning with the second full calendar year following the Level 1
Completion Deadline (which is also defined herein as the "Second Operating Year")
(Program Year 1).
Real/Personal Property Program Grants has the meaning ascribed to it in
Section 6.
Real and Personal Property Source Funds means an amount of City funds
available for inclusion in a Real/Personal Program Grant that is payable in a given
Program Year, which will equal the sum of(i) forty percent (40%) of the Development
Real Property Tax Revenues, plus (ii) forty percent (40%) of the Development Personal
Property Tax Revenues, both of which were received by the City during the Twelve-
Month Period ending in the same Program Year in which the Real/Personal Property
Program Grant for that Program Year is payable.
Records has the meaning ascribed to it in Section 4.8.
Residential Units means those Improvements constructed and used as residential
rental apartments.
Sales means all sales of merchandise (including gift and merchandise
certificates), services and other receipts whatsoever of all business conducted in, on or
from the Development Property, whether cash or credit, including mail, telephone,
telefax, telegraph, internet or catalogue orders received or filled at or from the
Development Property, 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 will not include (i) any sums collected and paid for any sales or
excise tax imposed by any duly constituted governmental authority, (ii) the exchange of
merchandise purchased on and returned to the Development Property, (iii) the amount of
returns to shippers and manufacturers or (iv) the sale of any fixtures.
Sales Program Grants has the meaning ascribed to it in Section 6.
Sales Source Funds means an amount of City funds available for inclusion in a
Sales Program Grant that is payable in a given Program Year equal to eighty percent
(80%) of the Development Property Sales Tax Revenues received by the City during the
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Twelve-Month Period ending in the same Program Year in which the Sales Program
Grant for that Program Year is payable.
Sales Tax Base means (i) for any parcel of land described and depicted in Exhibit
"A", the amount of taxes paid to the Comptroller on Sales transacted on such parcel in
calendar year 2014, and (ii) for any additional parcel that is owned by Developer and
approved in writing by the City Manager as eligible to be added as part of the
Development Property in accordance with and for the purposes set forth in this
Agreement, the amount of taxes paid to the Comptroller on Sales transacted on such
parcel in the calendar year immediately preceding the year in which such City Manager's
written approval was granted.
Sales Tax Base Certificate has the meaning ascribed to it in Section 5.2.
Second Operating Year means the second full calendar year following the year
in which the Level 1 Development occurs.
Stockyards PID Area has the meaning ascribed to it in Recital D.
Supply and Service Expenditures means all expenditures by or caused by
Developer, whether pursuant to a written contract or on an ad hoc basis, expended
directly for the operation and maintenance of the Development Property and
improvements thereon, excluding amounts paid for electric, gas, water and any other
utility services.
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 Property;
and (iii) is owned or leased by a Development Property User.
Tenant Improvement Costs means all costs associated with the design,
construction, and fixturization within a tenant's premises, including, but not limited to,
architectural, contractor, and design fees, building materials and work on a tenant's
behalf, including expenditures by Developer, and other work performed within the
tenant's premises along with the tenant's permanent fixtures, as well as any other costs
directly expended for improvements on the Development Property, including 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.
Twelve-Month Period means the period between February 1 of a given year and
January 31 of the following year.
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3. TERM.
This Agreement shall take effect on the date both the City and Developer have
executed this Agreement (the "Effective Date") and, unless terminated earlier in
accordance with this Agreement, will expire on the earlier of (a) the applicable
Expiration Date or (b) the date as of which the amount of aggregate Real/Personal
Property Program Grants and Sales Program Grants paid by the City equals the
applicable Program Cap (the "Term").
4. DEVELOPER OBLIGATIONS, GOALS AND COMMITMENTS.
4.1. Real Property Improvements.
The Level 1 Development must occur on or before the Level 1 Completion
Deadline. All Improvements must be constructed in accordance with and in full
compliance with all applicable zoning requirements of the City.
4.2. Construction Spending Commitment for Fort Worth Companies.
Developer must make or cause to be made the following minimum
expenditures in Hard Construction Costs with Fort Worth Companies for each
Level of the Development(the "Fort Worth Construction Commitment").
4.2.1. For Level 1.
By the Level 1 Completion Deadline, Developer must have
expended or caused to be expended at least thirty percent (30%) of all
Hard Construction Costs for the Level 1 Development, regardless of the
total amount of such Hard Construction Costs, with Fort Worth
Companies.
4.2.2. For Level 2.
If the Level 2 Development occurs by the Level 2 Development
Deadline, as verified in the Certificate of Completion for that Level issued
by the City pursuant to Section 5.1, the Fort Worth Construction
Commitment will increase and be recalculated, as follows: By the Level 2
Completion.Deadline, Developer must have expended or caused to be
expended at least thirty percent (30%) of the aggregate sum of all Hard
Construction Costs for the Level 1 Development and the Level 2
Development, regardless of the total amount of such Hard Construction
Costs, with Fort Worth Companies.
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4.2.3. For Level 3.
If the Level 3 Development occurs by the Level 3 Development
Deadline, as verified in the Certificate of Completion for that Level issued
by the City pursuant to Section 5.1, the Fort Worth Construction
Commitment will increase and be recalculated, as follows: By the Level 3
Completion Deadline, Developer must have expended or caused to be
expended at least thirty percent (30%) of the aggregate sum of all Hard
Construction Costs for the Level 1 Development, the Level 2
Development, and the Level 3 Development, regardless of the total
amount of such Hard Construction Costs, with Fort Worth Companies.
4.3. Construction Spending Commitment for Fort Worth Certified
M/WBE Companies.
Developer must make or cause to be made the following minimum
expenditures in Hard Construction Costs with Fort Worth Certified M/WBE
Companies for each Level of the Development (the "M/WBE Construction
Commitment"). Dollars spent with Fort Worth Certified M/WBE Companies
will also count as dollars spent with Fort Worth Companies for purposes of the
Fort Worth Construction Commitment outlined in Section 4.2. Developer may
meet the requirements of this Section 4.3 through either payments Developer
makes or causes to be made directly with a general contractor that is a Fort Worth
Certified M/WBE Company or through payments made or caused to be made to a
subcontractor that is a Fort Worth Certified M/WBE Company.
4.3.1. For Level 1.
By the Level 1 Completion Deadline, Developer must have
expended or caused to be expended at least twenty-five percent (25%) of
all Hard Construction Costs for the Level 1 Development, regardless of
the total amount of such Hard Construction Costs, with Fort Worth
Certified M/WBE Companies.
4.3.2. For Level 2.
If the Level 2 Development occurs by the Level 2 Development
Deadline, as verified in the Certificate of Completion for that Level issued
by the City pursuant to Section 5.1, the M/WBE Construction
Commitment will increase and be recalculated, as follows: By the Level 2
Completion Deadline, Developer must have expended or caused to be
expended at least twenty-five percent (25%) of the aggregate sum of all
Hard Construction Costs for the Level 1 Development and the Level 2
Development, regardless of the total amount of such Hard Construction
Costs, with Fort Worth Certified M/WBE Companies.
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4.3.3. For Level 3.
If the Level 3 Development occurs by the Level 3 Development
Deadline, as verified in the Certificate of Completion for that Level issued
by the City pursuant to Section 5.1, the 1V11WBE Construction
Commitment will increase and be recalculated, as follows: By the Level 3
Completion Deadline, Developer must have expended or caused to be
expended at least twenty-five percent (25%) of the aggregate sum of all
Hard Construction Costs for the Level 1 Development, the Level 2
Development, and the Level 3 Development, regardless of the total
amount of such Hard Construction Costs, with Fort Worth Certified
M/WBE Companies.
4.4. Employment Commitment.
Beginning on the earlier of January 1, 2018 or January 1 of the First
Operating Year (or, if Developer elects to receive its first Program Grants in the
First Operating Year in accordance with Section 6.6, then January 1 of the year in
which the Level 1 Development occurs), at least 96 Full-time Jobs must be
provided on the Development Property, whether by Developer or one or more
Development Property Users (the "Employment Commitment"), such number
equaling 25 Full-time Jobs in excess of the number of full time jobs understood to
exist on the Development Property on the date of execution of this Agreement.
Full-time Equivalent Jobs may be substituted for Full-time Jobs for purposes of
satisfying the Employment Commitment, however hours from employees holding
Part-time Jobs may be used to comprise the Full-time Equivalent Jobs only to the
extent that there are more than 144 Part-time Jobs provided on the Development
Property, and only by using hours from Part-time Jobs in excess of 144 Part-time
Jobs to comprise the Full-time Equivalent Jobs. Determination of compliance
with the Employment Commitment will be based on the employment data of
.Developer or the employment data of the Development Property User providing
any such Full-time Jobs or Part-time Jobs comprising Full-time Equivalent Jobs
hereunder, as the case may be, submitted to the City in accordance with Section
4.8.4.
4.5. Supply and Service Spending Commitments for Fort Worth
Companies.
Beginning January 1 of the First Operating Year (or, if Developer elects to
receive its first Program Grants in the First Operating Year in accordance with
Section 6.6, then January 1 of the year in which the Level 1 Development occurs),
Developer must expend or cause to be expended at least Fifty Thousand Dollars
($50,000.00) in annual Supply and Service Expenditures with Fort Worth
Companies (the "Fort Worth Supply and Service Spending Commitment").
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4.6. Supply and Service Spending Commitment for Fort Worth Certified
M/WBE Companies.
Beginning January 1 of the First Operating Year(or, if Developer elects to
receive its first Program Grants in the First Operating Year in accordance with
Section 6.6, then beginning January 1 of the year in which the Level 1
Development occurs), Developer must expend or cause to be expended at least
Twenty-five Thousand Dollars ($25,000.00) in annual Supply and Service
Expenditures with Fort Worth Certified MIWBE Companies (the "MIWBE
Supply and Service Spending Commitment"). Dollars spent with Fort Worth
Certified NUWBE Companies will also count as dollars spent with Fort Worth
Companies for purposes of the Fort Worth Supply and Service Spending
Commitment outlined in Section 4.5.
4.7. Affordable Housing Commitment.
Beginning January 1 of the First Operating Year (or, if Developer elects to
.receive its first Program Grants in the First Operating Year in accordance with
Section 6.6, then beginning January 1 of the year in which the Level 1
Development occurs) and at all times thereafter during the Term of this
Agreement, (i) at least ten percent (10%) of all Residential Units located on the
Development Property, regardless of the number and record owner(s) of such
Residential Units, must be leased or reserved exclusively for lease to qualifying
households whose adjusted incomes do not exceed HUD's then-current sixty
percent (60%) income limits for the Fort Worth-Arlington, TX HUD Metro FMR
Area at rents that do not exceed thirty percent (30%) of such adjusted incomes
(without the inclusion of utility allowance), plus (ii) at least ten percent (10%) of
all Residential Units located on the Development Property, regardless of the
number and record owner(s) of such Residential Units, must be leased to or
reserved exclusively for lease to qualifying households whose adjusted incomes
do not exceed HUD's then-current eighty percent (80%) income limits for the
Fort Worth-Arlington, TX HUD Metro FMR Area at rents that do not exceed
thirty percent (30%) of such adjusted incomes (without the inclusion of utility
allowance) (collectively, the "Affordable Housing Commitment"). Company
will cooperate with the City in reasonably publicizing the availability of these
Residential Units. For Company's reference, as of the Effective Date HUD's
60% and 80% income limits for the Fort Worth-Arlington, TX HUD Metro FMR
area and an example of the calculation of rent limits based on such income limits
are published annually by HUD (see www.hud.gov and www.huduser.org). If
more than ten percent (10%) of all Residential Units on the Development Property
are leased or are reserved exclusively for lease to qualifying households whose
adjusted incomes do not exceed HUD's then-current sixty percent (60%) income
limits for the Fort Worth-Arlington, TX HUD Metro FMR Area at rents that do
not exceed thirty percent (30%) of such adjusted incomes (without the inclusion
of utility allowance), the excess number of such Residential Units may be counted
as Residential Units that are leased or reserved exclusively for lease to qualifying
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households whose adjusted incomes do not exceed HUD's then-current eighty
percent (80%) income limits for the Fort Worth-Arlington, TX HUD Metro FMR
Area at rents that do not exceed thirty percent (30%) of such adjusted incomes
(without the inclusion of utility allowance).
4.8. Reports and Filings.
4.8.1. Notices of Completion and Final Construction Reports.
When Developer believes that a Level of the Development has
occurred, Developer will provide a written notice to the City (a "Notice of
Completion"). A Notice of Completion must be filed with the City on or
before the Completion Deadline for the Level of Development covered by
the Notice. The purpose of a Notice of Completion is to allow the City (i)
to assess whether the Level of Development claimed was actually
achieved; (ii) to assess the extent to which the Fort Worth Construction
Commitment and the M/WBE Construction Commitment applicable to
such Level were met; (iii) to establish the Expiration Date, as set forth in
Section 2 of this Agreement; and (iv) to establish the amount of the
Program Cap, as set forth in Section 2 of this Agreement. Each Notice of
Completion must include a final construction report in a form reasonably
acceptable to the Director that specifically outlines the total Construction
Costs and Hard Construction Costs expended or caused to be expended for
Improvements constructed as part of such Level, together with supporting
invoices and other documents necessary to demonstrate that such amounts
were actually paid, including, without limitation, final lien waivers signed
by Developer's or an Affiliate's general contractor, as well as the total
Construction Costs and Hard Construction Costs expended for
construction of the Improvements comprising such Level with Fort Worth
Companies and Fort Worth Certified M/WBE Companies, together with
supporting invoices and any other documents necessary to demonstrate
that such amounts were actually paid to such contractors.
4.8.2. Annual Sales Entity Report.
On or before April 1, 2015 and April I of each year thereafter
through the year following the Level 3 Completion Deadline, Developer
must provide the Director with a report in a form reasonably acceptable to
the Director that lists all of the Development Property Users (by both legal
and trade name) that conducted Sales on the Development Property in the
previous calendar year, and the retail site address of and sales tax
identification number of each such Development Property User (the
"Annual Sales Entity Report"). The Annual Sales Entity Reports will be
used by the City to establish the Sales Tax Base.
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4.8.3. Annual Sales Tax Reports.
To the extent reasonably possible, Developer shall require all
Development Property Users to provide Developer with annual Sales data
sufficient for Developer to complete the annual report required by this
Section 4.8.3. On or before April 1 of the Second Operating Year (or if
Developer elects to receive its first Program Grants in the First Operating
Year in accordance with Section 6.6, then on or before April 1 of the First
Operating Year) and April 1 of each year thereafter, Developer must
provide the City with a report that sets forth (i) the aggregate amount of
sales tax paid to the Comptroller by Development Property Users during
the previous year (the "Aggregate Development Property Sales Tax
Payments"); (ii) the portion of the Aggregate Development Property
Sales Tax Payments for which Developer has obtained and possesses
copies of the corresponding sales tax reports filed with the Comptroller
("Comptroller Reports") by Development Property Users ("Verified
Aggregate Development Property Sales Tax Payments"); (iii) a list of
the separate amounts of sales tax shown on each respective Comptroller
Report to have been paid by Development Property Users; and (iv) a list
of those Development Property Users (by both legal and trade name) for
which Developer did not obtain a Comptroller Report related to such year,
and the retail site address of and sales tax identification number of each
such Development Property User. Developer will keep and maintain
copies of all Comptroller Reports that Developer obtains from
Development Property Users for at least seven (7) years following the end
of the year to which such Comptroller Reports relate and will make such
Comptroller Reports available to the City for inspection pursuant to and in
accordance with Section 4.9 of this Agreement. If Developer cannot
obtain Comptroller Reports or any other Sales data from any given
Development Property User in any given year, Developer's provision of
the list set forth in (iv) above will satisfy Developer's reporting
requirements with respect to such Development Property User for the year
in question. Notwithstanding the foregoing, Developer understands and
agrees that the City's calculation of Development Property Sales Tax
Revenues in a given year will be based solely on (i) Verified Aggregate
Development Property Sales Tax Payments plus (ii) any additional sales
tax payments made by Development Property 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 transacted on the Development Property.
4.8.4. Annual Employment Report.
On or before the earlier of February 1, 2019 or February 1 of the
Second Operating Year (or if Developer elects to receive its first Program
Grants in the First Operating Year in accordance with Section 6.6, then on
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or before February 1 of the First Operating Year), and on or before
February 1 of each year thereafter, in order for the City to assess the
degree to the Employment Commitment was met in the previous calendar
year, Developer 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 Jobs on the Development Property (and if
Developer wishes to substitute any Full-time Equivalent Jobs for Full-time
Jobs in accordance with Section 4.4, the total number of individuals who
held Part-time Jobs on the Development Property and, except for a
maximum of 144 of those Part-time Jobs, the number of hours worked by
the individuals holding such Part-time Jobs, along with the number of
hours in excess of 40 hours worked by employees having Full-time Jobs)
as of December 31 (or such other date requested by Developer and
reasonably acceptable to the Director) of the previous year, together with
reasonable supporting documentation, with the understanding that job data
from Pre-existing Lessees is dependent on the voluntary cooperation of the
Pre-existing Lessees and Developer has no contractual right to require
such cooperation. If the Employment Commitment was not met in 2018,
and the First Operating Year is not 2018 or before, Developer must also
include a statement in the 2019 employment report submitted under this
Section 4.8.4 a statement as to why Developer believes the Employment
Commitment was not met.
4.8.5. Annual Supply and Service Spending Report.
On or before February 1 of the Second Operating Year (or if
Developer elects to receive its first Program Grants in the First Operating
Year in accordance with Section 6.6, then on or before February 1 of the
First Operating Year) and February 1 of each year thereafter, Developer
must provide the Director with a report in a form reasonably acceptable to
the Director that sets forth the total Supply and Service Expenditures made
during the previous calendar year as well as the total Supply and Service
Expenditures made during such calendar year with Fort Worth Companies
and with Fort Worth Certified M/WBE Companies, together with
supporting invoices and any other documents necessary to demonstrate
that such amounts were actually paid.
4.8.6. Annual Affordable Housing Report.
On or before February 1 of the Second Operating Year (or if
Developer elects to receive its first Program Grants in the First Operating
Year in accordance with Section 6.6, then on or before February 1 of the
First Operating Year) and of February 1 of each year thereafter, Developer
must provide the Director with a report in a form reasonably acceptable to
the Director that sets forth (i) the total number of Residential Units located
on the Development Property; (ii) the total number Residential Units
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Economic Development Program Agreement
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located on the Development Property that are leased to or reserved
exclusively for lease to qualifying households whose adjusted incomes do
not exceed HUD's then-current sixty percent (60%) income limits for the
Fort Worth-Arlington, TX HUD Metro FMR Area at rents that do not
exceed thirty percent (30%) of such adjusted incomes (without the
inclusion of utility allowance) all as of December 31 of the previous year;
(iii) the total number Residential Units located on the Development
Property that are leased to or reserved exclusively for lease to qualifying
households whose adjusted incomes do not exceed HUD's then-current
eighty percent (80%) income limits for the Fort Worth-Arlington, TX
HUD Metro FMR Area at rents that do not exceed thirty percent (30%) of
such adjusted incomes (without the inclusion of utility allowance), all as
of December 31 of the previous year; (iv) for those Residential Units
counted under (ii) and (iii) above that were under lease at any time during
the previous calendar year, sufficient documentation for the City to assess
the adjusted income of each tenant leasing such Residential Units and the
amount of monthly rent paid by each tenant for such Residential Units; (v)
for those Residential Units counted under (ii) and (iii) above that were not
under lease at any time during the previous calendar year, but were
reserved exclusively for lease to applicable qualifying households during
the entire calendar year, sufficient documentation for the City to confirm
that such Residential Units were so reserved and publicized.
4.9. Audits.
The City will have the right throughout the Term to audit the financial and
business records of Developer and any Affiliate that relate to the Development or
the Development Property and are necessary to evaluate compliance with this
Agreement or the commitments set forth in this Agreement, including, but not
limited to construction documents and invoices (collectively "Records").
Developer must make all Records available to the City at Developer's offices in
the City or at another location in the City acceptable to both parties following
reasonable advance notice by the City and shall otherwise cooperate fully with the
City during any audit.
In addition, the City must have the right to audit the financial and business
records of any party other than Developer and any Affiliate if Developer wishes
(i) Construction Cost expenditures made by a party other than Developer or an
Affiliate to be counted toward a particular Level of the Development or for
purposes of determining the extent to which the Fort Worth Construction
Commitment or the M/WBE Construction Commitment were met; (ii) Full-time
Jobs or Part-time Jobs provided by a party other than Developer or an Affiliate to
be counted for purposes of determining the extent to which the Employment
Commitment was met; (iii) Supply and Service Expenditures made' by a party
other than Developer or an Affiliate to be counted for purposes of determining the
extent to which the Fort Worth Supply and Service Spending Commitment and
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Between City of Fort Worth and Fort Worth Heritage,LLC
the M/WBE Supply and Service Spending Commitment were met; and (iv)
Residential Units owned by a party other than Developer or an Affiliate to be
counted for purposes of determining the extent to which the Affordable Housing
Commitment was met. In these cases, the City's auditing rights will be limited to
only those financial and business records of a party that are reasonably necessary
for the City to verify the expenditure, the provision of a Full-time Job or Part-time
Job, or the lease or exclusive reservation for Lease of a Residential Unit can be
counted toward the commitment represented by Developer. Developer will be
responsible for ensuring that the City is provided with such auditing rights and is
given access to such records, except as to job information from Pre-existing
Lessees as to whom Developer has no contractual right to require cooperation.
Developer will make or cause to be made all such records available to the City at
Developer's offices in the City or at another location in the City acceptable to
both parties following reasonable advance notice by the City and will otherwise
cooperate fully or cause full cooperation with the City during any audit.
Developer understands and agrees that (i) if the City is not given access to
or allowed the right to audit records of a party that has expended Construction
Cost, those Construction,Cost expenditures will not be counted for purposes of
determining whether a particular Level of the Development has been made or the
extent to which the Fort Worth Construction Commitment and the M/WBE
Construction Commitment were met; (ii) if the City is not given access or allowed
the right to audit records of a party that has provided Full-time Jobs (other than
Full-time Jobs provided by Pre-existing Lessees (up to a maximum of 71 such
Full-time Jobs)) or Part-time Jobs comprising Full-time Equivalent Jobs that
pursuant to Section 4.4 Developer elects to substitute for Full-time Jobs to satisfy
the Employment Commitment on the Development Property in a given year,those
Full-time Jobs and Part-time Jobs will not be counted for purposes of determining
the extent to which the Employment Commitment was met; (iii) if the City is not
given access to or allowed the right to audit records of a party that has made
Supply and Service Expenditures, those Supply and Service Expenditures will not
be counted for purposes of determining the extent to which the Fort Worth Supply
and Service Spending Commitment and the M/WBE Supply and Service
Spending Commitment were met; and (iv) if the City is not given access to or
allowed the right to audit records of a party that owns any Residential Units on
the Development Property, those Residential Units will be counted for purposes
of establishing the total number of Residential Units on the Development
Property, but none of those Residential Units will be counted for purposes of
determining the extent to which the Affordable Housing Commitment was met.
As an unverified survey of Pre-existing Lessees was used to establish that 71 Full-
time Jobs understood to have existed on the Development Property under Pre-
existing Leases on the date of this Agreement, up to the same number of Full-
Time Jobs shall be accepted toward the satisfaction of the Employment
Commitment in the future whether or not verified, if reported in good faith by
Pre-existing Lessees.
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Economic Development Program Agreement
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4.10. Inspections of Development and Development Property.
At any time during Developer's and, to the extent applicable, a
Development Property User's, normal business hours throughout the Term and
following reasonable notice to Developer, the City will have the right to inspect
and evaluate the Development Property and any improvements thereon, and
Developer will provide or cause to be provided full access to the same, in order
for the City to monitor or verify compliance with the terms and conditions of this
Agreement. Developer will fully cooperate with the City during any such
inspection and evaluation. Notwithstanding the foregoing, Developer shall have
the right to require that any representative of the City be escorted by a
representative or security personnel of Developer or applicable Development
Property User during any such inspection and evaluation.
4.11. Cooperation in Development of Form-Based Code.
Developer agrees to participate with the City staff and other property
owners in the Historic Stockyards area in the development of a Form-Based Code
and other design and development standards for the Stockyards PID Area.
5. CERTIFICATES ISSUED BY CITY.
5.1. Issuance of Certificate of Completion for Levels of Development.
Within ninety (90) calendar days following receipt by the City of a Notice
of Completion submitted by Developer in accordance with Section 4.8.1, and
assessment by the City of the information contained therein, including the final
construction report for the Level of the Development in question, if the City is
able to verify that, at a minimum, the Level of Development claimed by
Developer occurred on or before the Completion Deadline for that Level, the
Director will issue Developer a certificate confirming that the Level of the
Development claimed by Developer was actually achieved; the amount of
Construction Costs and Hard Construction Costs expended on that Level of the
Development, including amounts expended specifically with Fort Worth
Companies and Fort Worth Certified M/WBE Companies; and the Expiration
Date and the amount of the Program Cap established in accordance with this
Agreement based on the Level of the Development that Developer or an Affiliate
achieved or caused to be achieved (each a "Certificate of Completion"). In the
event that the City determines, after receipt of a Notice of Completion and
assessment of the final construction reports included therein, that the Level of
Development claimed by Developer has not occurred, whether due to construction
of Improvements that are not in compliance with applicable zoning requirements
of the City or because the City cannot verify that at least Thirty-five Million
Dollars ($35,000,000.00) in Construction Costs were expended for the
Improvements, or otherwise, the City shall notify Developer in writing, in which
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case Developer may file supplemental construction reports in accordance with
Section 4.8.1 for the City's consideration at any time prior to the later of (i) the
Completion Deadline for the Level in question or (ii) thirty (30) calendar days
following notification by the City in accordance with this paragraph that the Level
of Development claimed by Developer has not occurred (provided that such
supplemental construction reports will be considered only for Construction Costs
expended on or prior to the Completion Deadline applicable to the Level in
question), and the City will reassess whether Developer subsequently has
achieved the Level of Development claimed. So long as the City is able to verify
that, on the basis of the Notice of Completion and all associated construction
reports filed hereunder, the Level of Development claimed by Developer occurred
on or before the Completion Deadline for that Level, the City will issue a
Certificate of Completion for that Level in accordance with this Section 5.1.
5.2. Issuance of Annual Sales Tax Base Certificates.
Within ninety (90) calendar days following receipt of the Annual Sales
Entity Report submitted by Developer in accordance with Section 4.8.2, the
Director will issue Developer a certificate that sets forth the Sales Tax Base for
each Development Property User and the then-current and applicable Aggregate
Sales Tax Base (a"Sales Tax Base Certificate").
6. PROGRAM GRANTS.
Subject to Section 6.3 and all other terms and conditions of this Agreement,
provided that the Level 1 Development occurred by the Level 1 Completion Deadline,
Developer will be entitled to receive two (2) separate Program Grants each year during
the Term of this Agreement, as controlled by the applicable Expiration Date and Program
Cap. One annual Program Grant will equal a percentage of the Real and Personal
Property Source Funds (a "Real/Personal Property Program Grant"). The other
annual Program Grant will equal a percentage of the Sales Source Funds (a "Sales
Program Grant"). The percentages for both annual Program Grants will be based on
the extent to which applicable commitments for construction spending, employment,
operational expenditures, and affordable housing have been met, all as more specifically
set forth in this Section 6.
6.1. Calculation of Real/Personal Property Program Grants.
Subject to the terms and conditions of this Agreement, the amount of a
given annual Real/Personal Property Program Grant will equal the sum of the
Overall Construction Percentage, the applicable Fort Worth Construction
Percentage, the applicable M/WBE Construction Percentage, the Employment
.Percentage, the Fort Worth Supply and Service Percentage, and the M/WBE
Supply and Service Percentage, as defined for Real/Personal Property Program
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Grants in Sections 6.1.1 through 6.1.6, respectively, multiplied by the Real and
Personal Property Source Funds available for that Grant, as follows:
6.1.1. Completion of Level 1 (15% of Real and Personal Property
Source Funds).
Each annual Real/Personal Property Program Grant will include an
amount that is based on completion of the Level 1 Development by the
Level 1 Completion Deadline. If, at a minimum, the Level 1 Development
occurred by the Level 1 Completion Deadline, as confirmed by the City in
the Certificate of Completion issued for Level 1 by the Director in
accordance with Section 5.1, each annual ReaUPersonal Property Program
Grant will include fifteen percent (15%) of the Real and Personal Property
Source Funds (the "Overall Construction Percentage" for Real/Personal
Property Program Grants). In no event will the Overall Construction
Percentage for any Real/Personal Property Program Grant exceed fifteen
percent (15%). Notwithstanding anything to the contrary herein, if the
Level 1 Development did not occur by the Level 1 Completion Deadline,
an event of default, as more specifically set forth in Section 7.1, will
occur, and the City will have the right to terminate this Agreement without
the obligation to pay Developer any Program Grants hereunder.
6.1.2. Fort Worth Construction Cost Spending(Up to 7.5% of Real
and Personal Property Source Funds).
Each annual Real/Personal Program Grant will include an amount
that is based on the percentage by which the Fort Worth Construction
Commitment, as outlined in Section 4.2, was met (the "Fort Worth
Construction Percentage" for Real/Personal Property Program Grants).
In accordance with Sections 4.2.2 and 4.2.3, the Fort Worth Construction
Commitment will change if the Level 2 Development occurred by the
Level 2 Completion Deadline and again if the Level 3 Development
occurred by the Level 3 Completion Deadline, as verified in the
Certificates of Completion issued for such Levels pursuant to Section 5.1.
Accordingly, in such cases, the Fort Worth Construction Percentage will
be recalculated. The Fort Worth Construction Percentage for each
Real/Personal Property Program Grant will equal the product of seven and
one-half percent (7.5%) multiplied by the percentage by which the
applicable Fort Worth Construction Commitment was met. For example,
if Developer expended or caused to be expended $35,000,000.00 in
Construction Costs for the Level 1 Development, of which $20,000,000.00
were Hard Construction Costs, then the Fort Worth Construction
Commitment upon completion of the Level 1 Development would be
$6,000,000.00 (30% of$20,000,000.00). However, if only $4,800,000.00
in Hard Construction Costs were expended with Fort Worth Companies
for the Level 1 Development, the Fort Worth Construction Percentage for
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Between City of Fort Worth and Fort Worth Heritage,LLC
the Real/Personal Property Program Grant payable in each Program Year
until the Fort Worth Construction Percentage is recalculated in accordance
with this Section 6.1.2 would be 6% instead of 7.5% (or .075 x [$4.8
million/$6 million], or .075 x .80, or .06). If the applicable Fort Worth
Construction Commitment is met or exceeded, the Fort Worth
Construction Percentage for each ReaUPersonal Property Program Grant
until the Fort Worth Construction Percentage is recalculated in accordance
with this Section 6.1.2 will be seven and one-half percent (7.5%). In no
event will the Fort Worth Construction Percentage exceed seven and one-
half percent(7.5%) for any Real/Personal Property Program Grant.
6.1.3. Fort Worth M/WBE Construction Cost Spending (Up to 7.5%
of Real and Personal Property Source Funds).
Each annual Real/Personal Property Program Grant will include an
amount that is based on the percentage by which the MIWBE Construction
Commitment, as outlined in Section 4.3, was met (the "M/WBE
Construction Percentage" for Real/Personal Property Program Grants).
In accordance with Sections 4.3.2 and 4.3.3, the M/WBE Construction
Commitment will change if the Level 2 Development occurred by the
Level 2 Completion Deadline and again if the Level 3 Development
occurred by the Level 3 Completion Deadline, as verified in the
Certificates of Completion issued for such Levels pursuant to Section 5.1.
Accordingly, in such cases, the M/WBE Construction Percentage will be
recalculated. The M/WBE Construction Percentage for each
Real/Personal Property Program Grant will equal the product of seven and
one-half percent (7.5%) multiplied by the percentage by which the
applicable M/WBE Construction Commitment was met. If the applicable
M/WBE Construction Commitment is met or exceeded, the M/WBE
Construction Percentage for each Real/Personal Property Program Grant
until the M/WBE Construction Percentage is recalculated in accordance
with this Section 6.1.3 will be seven and one-half percent (7.5%). In no
event will the M/WBE Construction Percentage exceed seven and one-half
percent (7.5%) for any Real/Personal Property Program Grant.
6.1.4. Employment (Up to 5% of Real and Personal Property Source
Funds).
Each annual Real/Personal Property Program Grant will include an
amount that is based on the percentage by which the Employment
Commitment, as outlined in Section 4.4, was met (the "Employment
Percentage" for Real/Personal Property Program Grants). The
Employment Percentage for each Real/Personal Property Program Grant
will equal the product of five percent(5%) multiplied by the percentage by
which the Employment Commitment was met in the previous year. For
example, if in a given year only 84 Full-time Jobs were provided on the
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Development Property, whether by Developer or one or more
Development Property Users, and no Full-time Equivalent Jobs were
substituted for Full-time Jobs in accordance with Section 4.4, the
Employment Percentage for the Real/Personal Property Program Grant
payable in the following Program Year would be 4.375% instead of 5%
(or .05 x [84/96], or .05 x .875, or .04375). If the Employment
Commitment is met or exceeded in any given year, the Employment
Percentage for the Real/Personal Property Program Grant payable in the
following year will be five percent (5%). In no event will the
Employment Percentage exceed five percent (5%) for any Real/Personal
Property Program Grant.
6.1.5. Fort Worth Supply and Service Spending(Up to 2.5% of Real
and Personal Property Source Funds).
Each annual Real/Personal Property Program Grant will include an
amount that is based on the percentage by which the Fort Worth Supply
and Service Spending Commitment, as outlined in Section 4.5, was met
(the "Fort Worth Supply and Service Percentage" for Real/Personal
Property Program Grants). The Fort Worth Supply and Service
Percentage for each Real/Personal Property Program Grant will equal the
product of two and one-half percent (2.5%) multiplied by the percentage
by which the Fort Worth Supply and Service Spending Commitment was
met in the previous year. For example, if in a given year only $37,500.00
in Supply and Service Expenditures were made with Fort Worth
Companies, the Fort Worth Supply and Service Percentage for the
Real/Personal Property Program Grant payable in the following Program
Year would be 1.875% instead of 2.5% (or .025 x [$37,500/$50,000], or
.025 x .75, or .01875). If the Fort Worth Supply and Service Spending
Commitment is met or exceeded in any given year, the Fort Worth Supply
and Service Percentage for the Real/Personal Property Program Grant
payable in the following year will be two and one-half percent (2.5%). In
no event will the Fort Worth Supply and Service Percentage exceed two
and one-half percent (2.5%) for any ReaUPersonal Property Program
Grant.
6.1.6. M/WBE Supply and Service Spending (Up to 2.5% of Real and
Personal Property Source Funds).
Each annual Real/Personal Property Program Grant will include an
amount that is based on the percentage by which the M/WBE Supply and
Service Spending Commitment, as outlined in Section 4.6, was met (the
"M/WBE Supply and Service Percentage" for Real/Personal Property
Program Grants). The M/WBE Supply and Service Percentage for each
Real/Personal Property Program Grant will equal the product of two and
one-half percent (2.5%) multiplied by the percentage by which the
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M/WBE Supply and Service Spending Commitment was met in the
previous year. If the M/WBE Supply and Service Spending Commitment
is met or exceeded in any given year, the M/WBE Supply and Service
Percentage for the Real/Personal Property Program Grant payable in the
following year will be two and one-half percent (2.5%). In no event will
the M/WBE Supply and Service Percentage exceed two and one-half
percent (2.5%) for any Real/Personal Property Program Grant.
6.2. Calculation of Sales Program Grants.
Subject to the terms and conditions of this Agreement, the amount of a
given annual Sales Program Grant will equal the sum of the Overall Construction
Percentage, the applicable Fort Worth Construction Percentage, the applicable
M/WBE Construction Percentage, the Employment Percentage, the Fort Worth
Supply and Service Percentage, and the M/WBE Supply and Service Percentage,
as defined for Sales Program Grants in Sections 6.2.1 through 6.2.6, respectively,
multiplied by the Sales Source Funds available for that Grant, as follows:
6.2.1. Completion of Level 1 (35% of Sales Source Funds).
Each annual Sales Program Grant will include an amount that is
based on completion of the Level 1 Development by the Level 1
Completion Deadline. If, at a minimum, the Level 1 Development
occurred by the Level 1 Completion Deadline, as confirmed by the City in
the Certificate of Completion issued for Level 1 by the Director in
accordance with Section 5.1, each annual Sales Program Grant will
include thirty-five percent (35%) of the Sales Source Funds (the "Overall
Construction Percentage" for Sales Program Grants). In no event will
the Overall Construction Percentage for any Sales Program Grant exceed
thirty-five percent (35%). Notwithstanding anything to the contrary
herein, if the Level 1 Development did not occur by the Level 1
Completion Deadline, an event of default, as more specifically set forth in
Section 7.1, will occur, and the City will have the right to terminate this
Agreement without the obligation to pay Developer any Program Grants
hereunder.
6.2.2. Fort Worth Construction Cost Spending(Up to 15% of Sales
Source Funds).
Each annual Sales Program Grant will include an amount that is
based on the percentage by which the Fort Worth Construction
Commitment, as outlined in Section 4.2, was met (the "Fort Worth
Construction Percentage" for Sales Program Grants). In accordance
with Sections 4.2.2 and 4.2.3, the Fort Worth Construction Commitment
will change if the Level 2 Development occurred by the Level 2
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Completion Deadline and again if the Level 3 Development occurred by
the Level 3 Completion Deadline, as verified in the Certificates of
Completion issued for such Levels pursuant to Section 5.1. Accordingly,
in such cases, the Fort Worth Construction Percentage will be
recalculated. The Fort Worth Construction Percentage for each Sales
Program Grant will equal the product of fifteen percent (15%) multiplied
by the percentage by which the applicable Fort Worth Construction
Commitment was met, calculated in accordance with the preceding
sentence. For example, if Developer expended or caused to be expended
$35,000,000.00 in Construction Costs for the Level 1 Development, of
which $20,000,000.00 were Hard Construction Costs, then the Fort Worth
Construction Commitment upon completion of the Level 1 Development
would be $6,000,000.00 (30% of $20,000,000.00). However, if only
$4,800,000.00 in Hard Construction Costs were expended with Fort Worth
Companies for the Level 1 Development, the Fort Worth Construction
Percentage for the Sales Program Grant payable in each Program Year
until the Fort Worth Construction Percentage is recalculated in accordance
with this Section 6.2.2 would be 12% instead of 15% (or .15 x [$4.8
million/$6 million], or .15 x .80, or .12). If the applicable Fort Worth
Construction Commitment is met or exceeded, the Fort Worth
Construction Percentage for each Sales Program Grant until the Fort
Worth Construction Percentage is recalculated in accordance with this
Section 6.2.2 will be fifteen percent (15%). In no event will the Fort
Worth Construction Percentage exceed fifteen percent(15%) for any Sales
Program Grant.
6.2.3. Fort Worth M/WBE Construction Cost Spending (Up to 15%
of Sales Source Funds).
Each annual Sales Program Grant will include an amount that is
based on the percentage by which the M/WBE Construction Commitment,
as outlined in Section 4.3, was met (the "M/WBE Construction
Percentage" for Sales Program Grants). In accordance with Sections
4.3.2 and 4.3.3, the M/WBE Construction Commitment will change if the
Level 2 Development occurred by the Level 2 Completion Deadline and
again if the Level 3 Development occurred by the Level 3 Completion
Deadline, as verified in the Certificates of Completion issued for such
Levels pursuant to Section 5.1. Accordingly, in such cases, the MJWBE
Construction Percentage will be recalculated. The M/WBE Construction
Percentage for each Sales Program Grant will equal the product of fifteen
percent (15%) multiplied by the percentage by which the applicable
M/WBE Construction Commitment was met. If the applicable M/WBE
Construction Commitment is met or exceeded, the M/WBE Construction
Percentage for each Sales Program Grant until the M/WBE Construction
Percentage is recalculated in accordance with this Section 6.2.3 will be
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fifteen percent (15%). In no event will the M/W 3E Construction
Percentage exceed fifteen percent (15%) for any Sales Program Grant.
6.2.4. Employment (Up to 5% of Sales Source Funds).
Each annual Sales Program Grant will include an amount that is
based on the percentage by which the Employment Commitment, as
outlined in Section 4.4, was met (the "Employment Percentage" for
Sales Program Grants). The Employment Percentage for each Sales
Program Grant will equal the product of five percent (5%) multiplied by
the percentage by which the Employment Commitment was met in the
previous year. For example, if in a given year only 84 Full-time Jobs were
provided on the Development Property, whether by Developer or one or
more Development Property Users, and no Full-time Equivalent Jobs were
substituted for Full-time Jobs in accordance with Section 4.4, the
Employment Percentage for the Sales Program Grant payable in the
following Program Year would be 4.375% instead of 5% (or .05 x [84/96],
or .05 x .875, or .04375). If the Employment Commitment is met or
exceeded in any given year, the Employment Percentage for the Sales
Program Grant payable in the following year will be five percent (5%). In
no event will the Employment Percentage exceed five percent (5%) for
any Sales Program Grant.
6.2.5. Fort Worth Supply and Service Spending (Up to 5% of Sales
Source Funds).
Each annual Sales Program Grant will include an amount that is
based on the percentage by which the Fort Worth Supply and Service
Spending Commitment, as outlined in Section 4.5, was met (the "Fort
Worth Supply and Service Percentage" for Sales Program Grants). The
Fort Worth Supply and Service Percentage for each Sales Program Grant
will equal the product of five percent (5%) multiplied by the percentage by
which the Fort Worth Supply and Service Spending Commitment was met
in the previous year. For example, if in a given year only $37,500.00 in
Supply and Service Expenditures were made with Fort Worth Companies,
the Fort Worth Supply and Service Percentage for the Sales Program
Grant payable in the following Program Year would be 3.75% instead of
5% (or .0375 x [$37,500/$50,000], or .05 x .75, or .0375). If the Fort
Worth Supply and Service Spending Commitment is met or exceeded in
any given year, the Fort Worth Supply and Service Percentage for the
Sales Program Grant payable in the following year will be five percent
(5%). In no event will the Fort Worth Supply and Service Percentage
exceed five percent (5%) for any Sales Program Grant.
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6.2.6. M/WBE Supply and Service Spending(Up to 5% of Sales
Source Funds).
Each annual Sales Program Grant will include an amount that is
based on the percentage by which the M/WBE Supply and Service
Spending Commitment, as outlined in Section 4.6, was met (the "M/WBE
Supply and Service Percentage" for Sales Program Grants). The
M/WBE Supply and Service Percentage for each Sales Program Grant will
equal the product of five percent (5%) multiplied by the percentage by
which the M/WBE Supply and Service Spending Commitment was met in
the previous year. If the M/WBE Supply and Service Spending
Commitment is met or exceeded in any given year, the M/WBE Supply
and Service Percentage for the Sales Program Grant payable in the
following year will be five percent (5%). In no event will the M/WBE
Supply and Service Percentage exceed five percent (5%) for any Sales
Program Grant.
6.3. Reduction to or Forfeiture of Program Grants for Failure to Meet
Affordable Housing Commitment.
If the City determines that Company has not complied with or is not in
compliance with the Affordable Housing Commitment, as outlined in Section 4.7,
the City will notify Company in writing. If Company disagrees with the City's
determination, Company shall have fourteen (14) calendar days to provide the City
with documentation to rebut such determination. If Company does not provide the
City with documentation sufficient to rebut the City's determination within such
time, the City's determination shall be deemed conclusive.
6.3.1. For Entire Calendar Year.
If the Affordable Housing Commitment was not met for an entire
calendar year, Company will forfeit any Program Grant that it would
otherwise have been entitled to receive in the following year. In this event,
notwithstanding anything to the contrary in this Agreement, the City will
nevertheless be credited with having paid Company a Program Grant for
purposes of calculating the Expiration Date, and the amount of the Program
Grant that Company would otherwise have been eligible to receive will be
counted toward calculation of the Program Cap.
6.3.2. For Portion of a Calendar Year.
If the Affordable Housing Commitment was not met for a portion of
a calendar year, then the amount of the Real/Personal Program Grant and
the amount of the Sales Program Grant that Company would otherwise have
been entitled to receive in the following year will be reduced by a fraction,
to be expressed as a percentage, where the numerator is the number of days
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Economic Development Program Agreement
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in that calendar year in which the Affordable was met and the denominator
is 365. In this event, notwithstanding anything to the contrary in this
Agreement, the amount of the Real/Personal Program Grant and the amount
of the Sales Program Grant that Company would otherwise have been
eligible to receive will be counted for purposes of calculating the Program
Cap.
6.4. No Offsets.
A deficiency in attainment of one commitment may not be offset by the
exceeding attainment in another commitment. For example, if in a given year
Developer failed to meet the M/WBE Supply and Service Spending Commitment
by $5,000.00, but exceeded the Fort Worth Supply and Service Spending
Commitment by $5,000.00, the Real/Personal Property Program Grant payable in
the following year would still be reduced in accordance with Section 6.1.6 and the
Sales Program Grant payable in the following year would still be reduced in
accordance with Section 6.2.6 on account of the failure to meet the M/WBE
Supply and Service Spending Commitment. Likewise, if in any given year more
than ten percent (10%) of all Residential Units on the Development Property are
leased or are reserved exclusively for lease to qualifying households whose
adjusted incomes do not exceed HUD's then-current eighty percent (80%) income
limits for the Fort Worth-Arlington, TX HUD Metro FMR Area at rents that do
not exceed thirty percent (30%) of such adjusted incomes, but less than ten
percent (10%) of all Residential Units on the Development Property are leased or
are reserved exclusively for lease to qualifying households whose adjusted
incomes do not exceed HUD's then-current sixty percent (60%) income limits for
the Fort Worth-Arlington, TX HUD Metro FMR Area at rents that do not exceed
thirty percent (30%) of such adjusted incomes, the.Program Grants that Developer
otherwise would have been entitled to receive in the following year will still be
reduced or forfeited, as the case may be, in accordance with Section 6.3 on
account of the failure to meet the Affordable Housing Commitment.
6.5. Application of Program Cap.
The amount of the Program Cap will increase if the Director issues a
Certificate of Completion for the Level 2 Development or Level 3 Development
pursuant to Section 5.1 of this Agreement, as more specifically set forth in the
definition provided in Section 2 for the term "Program Cap." Once the City has
paid Developer annual Program Grants that, in the aggregate, are equal to the
applicable Program Cap, the Term of this Agreement will expire.
Notwithstanding anything to the contrary in this Agreement, 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
applicable Program Cap, the amount of the Program Grant payable in that
Program Year will equal only the difference between the aggregate of all Program
Grants paid made by the City as of the previous Program Year and the applicable
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Program Cap, in which case the Term of this Agreement shall expire
automatically upon payment of such Program Grant.
6.6. Deadline for Payments and Source of Funds.
The first Program Grant payable hereunder (in other words, the Program
Grant payable for Program Year 1) will be paid by the City on or before June 1 (i)
of the Second Operating Year or (ii) the First Operating Year if requested by
Developer in writing on or before July 1 of the preceding year. Each subsequent
annual Program Grant payment will be paid by the City on or before June 1 of the
Program Year in which such payment is due. It is understood and agreed that all
Program Grants paid pursuant to this Agreement shall come from currently
available general revenues of the City and not directly from Development Real
Property Tax Revenues, Development Personal Property Tax Revenues or
Development Property Sales Tax Revenues. Developer understands and agrees
that any revenues of the City other than those dedicated for payment of a given
annual Program Grant pursuant to 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 Developer.
7. DEFAULT,TERMINATION AND FAILURE BY DEVELOPER TO MEET
VARIOUS DEADLINES AND COMMITMENTS.
7.1. Failure to Complete the Level 1 Development.
If the Level 1 Development does not occur by the Level 1 Completion
Deadline, the City will have the right to terminate this Agreement immediately by
providing written notice to Developer without further obligation to Developer
hereunder. The failure of the Level 2 Development to occur by the Level 2
Completion Deadline or of the Level 3 Development to occur by the Level 3
Completion Deadline will not constitute an event of default under this Agreement,
but will only affect determination of the Expiration Date and the amount of the
Program Cap, as those terms are defined in Section 2 and as further set forth in
Section 6.5.
7.2. Failure to Pay City Taxes.
An event of default will occur under this Agreement if any City taxes on
the Development Property or any City taxes on Taxable Tangible Personal
Property that are owed by Developer or an Affiliate or that have arisen on account
of Developer's or an Affiliate's operations on the Development Property become
delinquent and Developer or the Affiliate does not either pay such taxes or
properly follow the legal procedures for protest and/or contest of any such taxes.
In this event, the City shall notify Developer in writing, and Developer will have
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Economic Development Program Agreement
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thirty (30) calendar days to cure such default. If the default has not been fully
cured by such time, the City will have the right to terminate this Agreement
immediately by providing written notice to Developer and will also have all other
rights and remedies that may be available to it under the law or in equity.
7.3. Violations of City Code, State or Federal Law.
An event of default will occur under this Agreement if any written citation
is issued to Developer or an Affiliate due to the occurrence of a violation of a
material provision of the City Code on the Development Property or on or within
any improvements thereon (including, without limitation, any violation of the
City's Building or Fire Codes and any other City Code violations related to the
environmental condition of the Development Property; the environmental
condition other land or waters which is attributable to operations on the
Development Property; or to matters concerning the public health, safety or
welfare) and such citation is not paid or Developer or the Affiliate to whom the
citation was issued does not properly follow the legal procedures for protest
and/or contest of such citation. An event of default will occur under this
Agreement if the City is notified by a governmental agency or unit with
appropriate jurisdiction that Developer or an Affiliate is in violation of any
material state or federal law, rule or regulation on account of any portion of the
Development Property or any operations thereon (including, without limitation,
any violations related to the environmental condition of any portion of the
Development Property; the environmental condition of other land or waters which
is attributable to operations on any portions of the Development Property; or to
matters concerning the public health, safety or welfare). Upon the occurrence of
any default described by this Section 7.3, the City shall notify Developer in
writing and Developer will have (i) thirty (30) calendar days to cure such default
or (ii) if Developer has diligently pursued cure of the default but such default is
not reasonably curable within thirty (30) calendar days, then such amount of time
as is reasonably.necessary to cure such default. If the default has not been fully
cured by such time, the City will have the right to terminate this Agreement
immediately by providing written notice to Developer and will also have all other
rights and remedies that may be available to under the law or in equity.
7.4. Foreclosure on Development Property.
Subject to any rights of a lender that is a party to a Consent to Collateral
Assignment Agreement executed pursuant to and in accordance with Section 11,
upon the occurrence of any of the following events, the City will have the right to
terminate this Agreement immediately upon provision of written notice to
Developer: (i) the involuntary conveyance to a third party of the Development or
the Development Property; (ii) execution by Developer or an Affiliate of any
assignment of the Development or the Development Property, or any deed in lieu
of foreclosure to the Development or the Development Property; or (iii) the
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Economic Development Program Agreement
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appointment of a trustee or receiver for the Development or the Development
Property.
7.5. Failure to Submit Reports.
If Developer fails to submit any report required by and in accordance with
Section 4.8, the City shall provide written notice to Developer. If Developer fails
to provide any such report within thirty (30) calendar days following receipt of
the written notice, the City, as a courtesy, will provide Developer with a second
written notice. If Developer fails to provide any such report within fifteen (15)
calendar days following receipt of the second written notice, the City will have
the right to terminate this Agreement immediately by providing written notice to
Developer; provided, however, that if Developer fails to submit any sales tax
reports for any Development Property User, as required by Sections 4.8.2 and
4.8.3, such failure will not constitute a default under this Agreement or provide
the City with the right to terminate this Agreement, but, rather, the amount of
Development Property Sales Tax Revenues will be reduced in accordance with
Section 4.8.3.
7.6. Knowing Employment of Undocumented Workers.
Developer 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.
Developer hereby certifies that Developer, and any branches, divisions, or
departments of Developer, does not and will not knowingly employ an
undocumented worker, as that term is defined by Section 2264.001(4) of the
Texas Government Code. In the event that Developer, or any branch, division, or
department of Developer, is convicted of a violation under 8 U.S.C. Section
1324a(l) (relating to federal criminal penalties and injunctions for a pattern or
practice of employing unauthorized aliens), subject to any appellate rights that
may lawfully be available to and exercised by Developer, Developer must repay,
within one hundred twenty (120) calendar days following receipt of written
demand from the City, the aggregate amount of Program Grants received by
Developer hereunder, if any,plus Simple Interest at a rate offour percent (4%)
per annum.
For the purposes of this Section 7.6, "Simple Interest" is defined as a rate
of interest applied only to an original value, in this case the aggregate amount of
Program Grants paid pursuant to this Agreement. This rate of interest can be
applied each year, but will only apply to the amount of Program Grants received
hereunder and is not applied to interest calculated. For example, if the aggregate
amount of Program Grants received by Developer hereunder is $10,000 and.it 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
7.6 does not apply to convictions of any Affiliate of Developer, any franchisees of
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Developer, or any person or entity with whom Developer contracts.
Notwithstanding anything to the contrary herein, this Section 7.6 shall survive the
expiration or termination of this Agreement.
7.7. Failure to Meet Construction Cost Spending, Employment, Supply
and Service Spending and Affordable Housing Commitments.
The failure to meet the applicable Fort Worth Construction Commitment
or the applicable MJWBE Construction Commitment, or the failure in any given
year to meet the Employment Commitment (other than the Employment
Commitment for 2018, and only if the First Operating Year is not 2018 or before),
Fort Worth Supply and Service Spending Commitment, the M/WBE Supply and
Service Spending Commitment, or the Affordable Housing Commitment 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 Grants that the
City is required to pay pursuant to this Agreement to be reduced in accordance
with this Agreement. If the Employment Commitment is not met in 2018, and the
First Operating Year is not 2018 or before, such failure will not cause the amount
of the Program Grants that the City is required to pay in 2019 to be reduced, but,
rather, will only create an obligation of Developer to explain in the report
submitted to the City in accordance with Section 4.8.4 why Developer believes
that the Employment Commitment was not met in that year.
7.8. General Breach.
Unless and to the extent stated elsewhere in this Agreement, an event of
default under this Agreement will occur if Developer or an Affiliate breaches any
term or condition of this Agreement and such breach remains uncured after thirty
(30) calendar days following receipt of written notice from the City referencing
this Agreement (or, if Developer has diligently and continuously attempted to
cure following receipt of such written notice but reasonably requires more than
thirty (30) calendar days to cure, then such additional amount of time as is
reasonably necessary to effect cure, as determined by both parties mutually and in
good faith), the City will have the right to terminate this Agreement immediately
by providing written notice to Developer.
8. INDEPENDENT CONTRACTOR.
It is expressly understood and agreed that Developer will operate as an
independent contractor in each and every respect hereunder and not as an agent,
representative or employee of the City. Developer will have the exclusive right to control
all details and day-to-day operations relative to the Development Property 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.
Developer acknowledges that the doctrine of respondeat superior will not apply as
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Economic Development Program Agreement
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between the City and Developer, its officers, agents, servants, employees, contractors,
subcontractors, licensees,. and invitees. Developer further agrees that nothing in this
Agreement will be construed as the creation of a partnership or joint enterprise between
the City and Developer.
9. INDEMNIFICATION.
DEVELOPER, AT NO COST TO THE CITY, AGREES TO DEFEND,
INDEMNIFY AND HOLD THE CITY, ITS OFFICERS, AGENTS SERVANTS AND
EMPLOYEES, HARMLESS AGAINST ANY AND ALL CLAIMS, LAWSUITS,
ACTIONS, COSTS AND EXPENSES OF ANY KIND, INCLUDING, BUT NOT
LIMITED TO, THOSE FOR PROPERTY DAMAGE OR LOSS (INCLUDING
ALLEGED DAMAGE OR LOSS TO DEVELOPER'S BUSINESS AND ANY
RESULTING LOST PROFITS) AND/OR PERSONAL INJURY, INCLUDING
DEATH, THAT MAY RELATE TO, ARISE OUT OF OR BE OCCASIONED BY (i)
DEVELOPER'S BREACH OF ANY OF THE TERMS OR PROVISIONS OF THIS
AGREEMENT OR (ii) ANY NEGLIGENT ACT OR OMISSION OR INTENTIONAL
MISCONDUCT OF DEVELOPER, ITS OFFICERS, AGENTS, ASSOCIATES,
EMPLOYEES, CONTRACTORS (OTHER THAN THE CITY) OR
SUBCONTRACTORS, RELATED TO ANY THE DEVELOPMENT, THE
DEVELOPMENT PROPERTY, AND ANY OPERATIONS AND ACTIVITIES ON
THE DEVELOPMENT PROPERTY, OR OTHERWISE TO THE PERFORMANCE
OF THIS A GREEMENT.
10. NOTICES.
All written notices called for or required by this Agreement shall be addressed to
the following, or such other party or address as either party designates in writing, by
certified mail, postage prepaid, or by hand delivery:
City: Developer:
City of Fort Worth Fort Worth Heritage Development,LLC
Attn: City Manager Exchange Building
1000 Throckmorton 131 East Exchange Ave.
Fort Worth,TX 76102 Fort Worth,TX 76164
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with copies to: with copies to:
the City Attorney and Majestic Realty Co.
Housing&Economic Development Attn: Craig Cavileer,
Director at the same address Executive Vice President
13191 Crossroads Parkway N., Suite 600
City of Industry, CA 91746
and
Majestic Realty Co.
Attn: Mike Durham,
Chief Financial Officer
13191 Crossroads Parkway N., Suite 600
City of Industry, CA 91746
11. ASSIGNMENT AND SUCCESSORS.
Developer may at any time assign, transfer or otherwise convey any of its rights
or obligations under this Agreement to an Affiliate that is in good standing to do business
in the State of Texas, as determined by the Texas Secretary of State, without the consent
of the City Council so long as Developer, 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 Developer under this Agreement. In addition, Developer may assign its
rights and obligations under this Agreement to a financial institution or other lender for
purposes of granting a security interest in the Development and/or Development Property
without the consent of the City Council, provided that Developer and the financial
institution or other lender first execute a written agreement with the City in substantially
the same form as that attached hereto as Exhibit "C", together with such other terms and
conditions as may be agreed by the City, Developer and the financial institution or other
lender with respect to such security interest (a "Consent to Collateral Assignment
Agreement") using reasonable efforts to cooperate. Otherwise, Developer may not
assign, transfer or otherwise convey any of its rights or obligations under this Agreement to
any other person or entity without the consent of the City Council, which consent shall not
be unreasonably withheld, conditioned on(i)the prior approval of the assignee or successor
and a finding by the City Council that the proposed assignee or successor is financially
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 Developer under this Agreement. The Director will use commercially
reasonable efforts to cause a request to assign this Agreement to be scheduled for City
Council consideration within thirty (30) calendar days of a written request by Developer,
with the understanding that this provision does not impose a duty of the City Council to
take action on such a request within such time, and that due to scheduling restraints under
the City Council's calendar and other issues beyond the direct control of the Director, this
provision does not guarantee that such a request will, in fact, be scheduled for City Council
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consideration within such time. Any attempted assignment inconsistent with this Section
11 will constitute grounds for termination of this Agreement following ten (10) calendar
days of receipt of written notice from the City to Developer. Any lawful assignee or
successor in interest of Developer of all rights under this Agreement shall be deemed
"Developer" for all purposes under this Agreement.
12. 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.
13. GOVERNMENTAL POWERS.
It is understood that by execution of this Agreement, the City does not waive or
surrender any of its governmental powers or immunities.
14. 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 shall not constitute a waiver
of that party's right to insist upon appropriate performance or to assert any such right on
any future occasion.
15. VENUE AND JURISDICTION.
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 shall lie 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 shall be construed in accordance with the
laws of the State of Texas.
16. SEVERABILITY.
If any provision of this Agreement is held to be invalid, illegal or unenforceable,
the validity, legality and enforceability of the remaining provisions shall not in any way
be affected or impaired.
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17. NO THIRD PARTY RIGHTS.
The provisions and conditions of this Agreement are solely for the benefit of the
City and Developer, and any lawful assign or successor of Developer,' and are not
intended to create any rights, contractual or otherwise, to any other person or entity.
18. FORCE MAJEURE.
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, strike, inclement weather, shortages or unavailability of labor or materials,
unreasonable delays by the City (based on the then-current workload of the City
department(s) responsible for undertaking the activity in question) in issuing any permits,
consents, or certificates of occupancy or conducting any inspections of or with respect to
the Development Property or any improvements located thereon, or other circumstances
which 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 shall be excused from doing or performing the same during such period of
delay, so that the time period applicable to such design or construction requirement shall
be extended for a period of time equal to the period such party was delayed.
Notwithstanding anything to the contrary herein, it is specifically understood and agreed
that any failure to obtain adequate financing to complete any Improvements by a
Completion Deadline will not be deemed to be an event of force majeure and that this
Section 18 will not operate to extend the Completion Deadline in such an event.
19. INTERPRETATION.
In the event of any dispute over the meaning or application of any provision of
this Agreement, this Agreement shall be interpreted fairly and reasonably, and neither
more strongly for or against any party, regardless of the actual drafter of this Agreement.
20. CAPTIONS.
Captions and headings used in this Agreement are for reference purposes only and
shall not be deemed a part of this Agreement.
Page 38
Economic Development Program Agreement
Between City of Fort Worth and Fort Worth Heritage,LLC
21. 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 Developer, and any lawful assign and successor of Developer, as to
the matters contained herein. Any prior or contemporaneous oral or written agreement is
hereby declared null and void to the extent in conflict with any provision of this
Agreement. Notwithstanding anything to the contrary herein, this Agreement cannot be
amended except by written instrument, executed by both parties and approved in advance
by the City Council of the City in an open meeting held in accordance with Chapter 551
of the Texas Government Code.
22. COUNTERPARTS.
This Agreement may be executed in multiple counterparts, each of which shall be
considered an original, but all of which will constitute one instrument.
EXECUTED as of the last date indicated below:
CITY OF FORT WORTH: APPROVED AS TO FORM AND
LEGALITY:
By: By:
Fernando Costa Peter Vaky
Assistant City Manager Deputy City Attorney
Date: JZ14ZI-S* M&C: C-26829 06-10-14
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[SIGNATURES CONTINUE IMMED ON NEXT PAGE]
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Page 39 OFFICIAL RECORD
Economic Development Program Agreement
Between City of Fort Worth and Fort Worth Heritage,LLC CITY SECRETARY
FT.WORTH,TX
FORT WORTH HERITAGE DEVELOPMENT, LLC, a
Texas limited liability company:
By: Majestic—Stockyards Investor, LLC,
a Delaware limited liability company
and its Manager:
BY� �
Edward P,'KFoski,
its authorized representative
Date:
Approved by:
Hickman Investments, Ltd.,
as an additional Member in Fort Worth Heritage Development, LLC
By: BBH GENPAR, LLC,
a Texas limited liability company
and its gener ner:
By:
Brad Hickman
Executive Vice President
Date: 2-2-4 -/S
Page 40
Economic Development Program Agreement
Between City of Fort Worth and Fort Worth Heritage,LLC
EXHIBITS
"A"— Description and Depiction of the Development Property as of the Effective
Date
"B"—Conceptual Plan of Improvements
"C"—Form of Consent to Collateral Assignment
Page 41
Economic Development Program Agreement
Between City of Fort Worth and Fort Worth Heritage,LLC
Exhibit "A"
Description and Depiction of the Development Property
as of the Effective Date
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EXHIBIT "C"
Form of Consent to Collateral Assignment
CONSENT TO ASSIGNMENT
FOR SECURITY PURPOSES OF
ECONOMIC DEVELOPMENT PROGRAM AGREEMENT
BETWEEN CITY OF FORT WORTH AND
FORT WORTH HERITAGE DEVELOPMENT, LLC
(CITY SECRETARY CONTRACT NO. )
This CONSENT TO ASSIGNMENT FOR SECURITY PURPOSES OF
ECONOMIC DEVELOPMENT PROGRAM AGREEMENT ("Consent") is entered
into by and between the CITY OF FORT WORTH ("City"), a home rule municipal
corporation organized under the laws of the State of Texas; and FORT WORTH
HERITAGE DEVELOPMENT, LLC ("Developer"), a Texas limited liability
company; and ("Lender"), a
RECITALS
The City, Developer and Lender hereby 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 Developer previously entered into that certain Economic
Development Program Agreement, dated as of , 2014 (the "EDPA")
pursuant to which the City agreed to pay Developer certain Program Grants in return for
Developer's construction of a mixed-use development in the City in .the Historic
Stockyards area of the City, as more specifically outlined in the EDPA (the
"Development"). The EDPA is a public document on file in the City Secretary's Office
as City Secretary Contract No
B. Section 11 of the EDPA allows Developer to assign its rights and
obligations under the EDPA to a financial institution or other lender for purposes of
granting a security interest in the Development and/or Development Property without the
approval of the City Council, provided that Developer and the financial institution or
other lender first execute a written agreement with the City governing the rights and
obligations of the City, Developer, and the financial institution or other lender with
respect to such security interest.
C. Developer wishes to obtain a loan from Lender in order to [state reason
for loan] (the "Loan"). As security for the Loan, certain agreements between Developer
and Lender governing the Loan and dated including, but not
limited to, that certain Loan Agreement and [list other related documents] (collectively,
the "Loan Documents") require that Developer assign, transfer and convey to Lender all
of Developer's rights, interest in and to the EDPA until such time as Developer has fully
satisfied all duties and obligations set forth in the Loan Documents that are necessary to
discharge Lender's security interest in the EDPA (the "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, Developer and Lender hereby 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 hereby consents to the Assignment at the request of Developer and
Lender solely for the purpose of Lender's 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 assignee or successor in interest thereto that
is different from or more extensive than any right or privilege granted to Developer under
the EDPA.
3. In the event that the City is required by the EDPA to provide any kind of written
notice to Developer, including notice of breach or default by Developer, the City shall
also provide a copy of such written notice to Lender, addressed to the following, or such
other party or address as Lender designates in writing, by certified mail, postage prepaid,
or by hand delivery:
or such other address(es) as Lender may advise City from time to time.
4. If Developer fails to cure any default under the EDPA, the City agrees that
Lender, its agents or designees shall have an additional thirty (30) calendar days or such
greater time as may specifically be provided under the EDPA to perform any of the
obligations or requirements of Developer imposed by the EDPA and that the City will
accept Lender's performance of the same as if Developer had performed such obligations
or requirements; provided, however, that in the event such default cannot be cured within
such time, Lender, its agents or designees, shall 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 Developer's interest in the Developer
property 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 shall first provide written notice
to the City of such intent (a "Notice"). Lender shall copy Developer on the Notice and
deliver such Notice to Developer 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 Developer under the EDPA, Lender understands and agrees that the City shall not be
bound to pay Lender any Program Grants pursuant to the EDPA. In addition, Lender
understands and agrees that if Lender wishes to sell all or any portion of the Development
Property or improvements thereon to a third party following Lender's exercise of any
foreclosure rights under the Loan Documents, the City shall not be bound to pay such
third party any Program Grants pursuant to the EDPA unless Lender and such third party
comply with the procedure for assignment set forth in Section 11 of the EDPA, including
the obligation of such third party to enter into a written agreement with the City to
assume and be bound by all covenants and obligations of Developer under the EDPA. In
the event that payment of any Program Grants are withheld by the City pursuant to this
Section 5, any rights to receipt of those Program Grants are hereby waived, but the
number and amount(s) of any such Program Grant(s) shall nevertheless be counted for
purposes of calculating the Term of the EDPA, as set forth in Section 3 of the EDPA.
6. In the event of any conflict between this Consent and the EDPA or any of the
Loan Documents, this Consent shall control. In the event of any conflict between this
Consent and any of the Loan Documents, this Consent shall control. In the event of any
conflict between the EDPA and any of the Loan Documents, the EDPA shall control.
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 shall not constitute an
amendment to this Consent or the EDPA.
8. Once Developer has fully satisfied all duties and obligations set forth in the Loan
Documents that are necessary to discharge Lender's security interest in the EDPA and
such security interest is released, Lender shall provide written notice to the City that
Lender has released such security interest, in which case this Consent shall automatically
terminate.
9. This Consent shall be construed in accordance with the laws of the State of Texas.
Venue for any action arising under the provisions of this Consent shall lie 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 shall have the
meanings ascribed to them in the EDPA.
11. This written instrument contains the entire understanding and agreement between
the City, Developer and Lender as to the matters contained herein. Any prior or
contemporaneous oral or written agreement concerning such matters is hereby declared
null and void to the extent in conflict with this Consent.
12. This Consent shall be 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.
EXECUTED as of the last date indicated below:
[SIGNATURES IMMEDIATELY FOLLOW ON NEXT PAGE]
CITY OF FORT WORTH: APPROVED AS TO FORM
AND LEGALITY:
By: By:
Name: Name:
Assistant City Manager Assistant City Attorney
Date: M&C: none required
FORT WORTH HERITAGE, LLC, a
"Texas limited liability company:
By: Majestic— Stockyards Investor, LLC,
a Delaware limited liability company
and its Manager:
By:
Edward P. Roski,
its authorized representative
Date:
Approved by:
Hickman Investments, Ltd.,
as an additional Member in Fort Worth Heritage Development, LLC
By: BBH GENPAR, LLC,
a Texas limited liability company
and its general partner:
By:
Brad Hickman
Executive Vice President
Date:
City of Fort Worth, Texas
Mayor and Council Communication
DATE: Tuesday, June 10, 2014 REFERENCE NO.: C-26829
LOG NAME: 17MAJESTIC380EDPA
SUBJECT:
Authorize Execution of Economic Development Program Agreement with Fort Worth Heritage
Development LLC, or Affiliates, for Development of a Mixed-Use Project to be Located in the
Historic Fort Worth Stockyards (COUNCIL DISTRICT 2)
RECOMMENDATION:
It is recommended that the City Council:
1. Authorize the City Manager to execute an Economic Development Program Agreement
with Fort Worth Heritage Development LLC, or any affiliates, related to the development of a
mixed-use project to be located in the Historic Fort Worth Stockyards; and
2. Find that the terms and conditions of the Agreement, as outlined below, constitute a
custom-designed economic development program, as recommended by the 2014
Comprehensive Plan and authorized by Chapter 380 of the Texas Local Government Code.
DISCUSSION:
Fort Worth Heritage Development LLC or affiliates thereof, will construct a mixed-use
redevelopment and new development project located in the Historic Fort Worth
Stockyards. The project will comprise approximately 1 million square feet of space,
consisting of a hotel, retail, restaurants, office and residential apartment units, among other
uses, with a total investment at build-out of$175 million. In addition to new construction, the
project will include the renovation of existing buildings, facilities, infrastructure, and public
areas. In return, the City will pay the Developer 25 annual economic development program
grants, as authorized by Chapter 380, Texas Local Government Code. Staff recommends enter
into an Economic Development Program Agreement with the Developer for the project.
The project will be constructed in phases, and the aggregate amounts of the grants will be tied
to the amount of project investment made by the Developer. The minimum investment levels,
maximum incentive schedule, and required improvements for each phase are summarized as
follows:
Phase I:
- Minimum investment of$35 million
- Must be complete by December 31, 2018
- If Phase I is completed but neither Phase II or Phase III are completed, then the term of the
annual grant payments will be reduced to 5 years
Phase II:
- Minimum investment (including Phase I investment) of$100 million
-Must be complete by December 31, 2022
- If Phase I and II are completed but Phase III is not completed, then the term of the annual
grant payments will be reduced to 15 years
Phase III•
-Minimum investment(including Phase I and Phase II investment) of$175 million
- Must be complete by December 31, 2024
The first grant will be payable in the first or second full calendar year following completion of
Phase 1, at the Developer's option. If the Developer fails to complete Phase I by December 31,
2018, an event of default will occur and the City will have the right to terminate the
Agreement.
In exchange for achieving the specified levels of investment, the Developer will be eligible to
receive up to 25 annual Economic Development Grants, equal to a percentage of the City's
incremental of ad valorem real and personal property taxes attributable to the Stockyards
development site and 1 percent sales taxes paid to the City and attributable to sales based on
the following schedule:
Years Maximum Grant Payments for Stockyards Site ($175M)
1 - 5 qual to 40 Percent of Real/Personal qua] to 80 Percent of 1 Percent Sales
�roperty Taxes �ax
6 - 10 qual to 40 Percent of Real/Personal qual to 80 Percent of 1 Percent Sales
�roperty Taxes �ax
11 - 15 qual to 40 Percent of Real/Personal qual to 80 Percent of 1 Percent Sales
roperty Taxes �ax
16 - 19 qual to 40 Percent of Real/Personal qual to 80 Percent of 1 Percent Sales
�roperty Taxes �ax
20 - 25 qual to 40 Percent of Real/PersonaI qual to 80 Percent of 1 Percent Sales
rroperty Taxes �ax
Program Grant Payment Caps: The aggregate grant payments shall be capped as follows for
each Phase:
Phase Gross Dollars Net Present Value
Phase I $13.4 million $ 5.2 million
Phase II $40.0 million $14.9 million
Phase III $67.0 million $26.0 million
To receive the maximum grant percentages above, for each phase the Developer must spend
30 percent of hard construction costs with Fort Worth contractors and 25 percent of the hard
construction costs with certified Fort Worth M/WBE contractors. In addition, beginning in the
second year following the completion of Phase 1, the Developer must spend at least
$50,000.00 on annual discretionary service and supply contracts with Fort Worth companies
and at least$25,000.00 with certified Fort Worth M/WBE companies. The Developer must
cause the creation of at least 25 new full-time jobs to be provided within the development
footprint by December 31, 2018. Failure to meet any of these commitments will result in a
reduction to the grants in proportion to the percentage by which the commitments were not
met, weighted in accordance with the following chart:
Percentage percentage of
[Developer Commitment of Real/Personal Property
Tax Sales Tax
-----— - -- — --
;Minimum Project Investment 15 Percent 15 Percent
Fort Worth Construction Spending 7.5 Percent r 15 Percent
M/WBE Construction Spending 7.5 Percent 15 Percent
'Fort Worth Supply and Service 2.5 Percent 5 Percent
Spending
!M/WBE Supply and Service Spending 2.5 Percent 5 Percent
[,Overall Employment 5 Percent 5 Percent
Notal 40 Percent ( 80 Percent
The Developer will be required to set aside 20 percent of all the residential units for quality,
affordable housing for the term of the Agreement. Of the 20 percent, 10 percent will be set
aside for families earning at least 80 percent of Area Median Income (AMI) as established by
the United States Department of Housing and Urban Development (HUD), and 10 percent will
be set aside for families earning 60 percent of AMI.
This project is located in COUNCIL DISTRICT 2, Mapsco 62F, 62G, 62H, 62L and 62M.
FISCAL INFORMATION /CERTIFICATION:
The Financial Management Services Director certifies that this action will not increase the
total appropriations of City funds.
FUND CENTERS:
TO Fund/Account/Centers FROM Fund/Account/Centers
CERTIFICATIONS:
Submitted for City Manager's Office by: Fernando Costa (6122)
Originating Department Head: Jay Chapa (5804)
Additional Information Contact: Cynthia Garcia (8187)
Avis F. Chaisson (6342)
ATTACHMENTS
1. ForfforthStockyards.ndf (Public)
2. GreaterStockyardsArea.pdf (Public)