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HomeMy WebLinkAboutContract 30458 _;ITY 2FC°3ET1AR`Y CT NO. ONT�71'111�,, ald_ 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 municipal corporation organized under the laws of the State of Texas, and TRINITY BLUFF DEVELOPMENT, LTD., ("Owner"), a Texas limited partnership whose sole general partner is Struhs Development Corporation, a Texas corporation. REd-TT'AT C %_,i i 11k1L.Jv The City and Owner hereby agree that the following statements are true and correct and constitute the basis upon which the City and Owner have entered into this Agreement: A. Owner owns approximately 4.647 acres of land on the north side the City's downtown (the "Development Property"). The Development Property is specifically described in Exhibit "A", attached hereto and hereby made a part of this Agreement for all purposes. Owner intends to cause construction of an approximately 300-unit apartment complex and certain other improvements on the Development Property (the "Project"). Developer has represented to the City that the Project will not be feasible financially without public assistance. B. The 2004 Comprehensive Plan, adopted by the City Council on February 24, 2004 pursuant to M&C G-14276, embraces the Downtown Fort Worth Strategic Action Plan, sponsored by the City, Downtown Fort Worth, Inc. and the Fort Worth Housing Authority, which Plan encourages the promotion of public incentives to encourage downtown housing development. C. Studies undertaken to analyze the downtown housing market in the City indicate that approximately fifty percent (50%) of all persons who lease multi-family residential units in the City's downtown will move from locations outside of the City. Additional analysis, including, but not limited to, a study by Grotta Marketing Research, indicates that the Project will significantly benefit and stimulate business and commercial activity in the City. D. In accordance with Resolution No. 2704, adopted by the City Council on January 30, 2001, the City has 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- Page 1 Economic Development Program Agreement between City of Fort Worth and Trinity Bluff Development,Ltd. 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 "380 Program"). E. 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 increased housing development in the downtown area of the City will further the goals espoused by the City and set forth in the Downtown Fort Worth Strategic Action Plan. In addition, the City Council has determined that the 380 Program is an appropriate means to achieve the construction of the Required Improvements (as defined in Section 4.1), which the City Council has determined are 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. This Agreement is authorized by Chapter 380 of the Texas Local Government Code. 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 hereby finds, and the City and Owner 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: Central City means that area in the corporate limits of the City within Loop 820 (i) consisting of all Community Development Block Grant ("CDBG") eligible census block groups; (ii) all state-designated enterprise zones; and (iii) all census block groups that are contiguous by seventy-five percent (75%) or more of their perimeter to CDBG eligible block groups or enterprise zones, as well as any CDBG eligible block in the corporate limits of the City outside Loop 820, as more specifically depicted in the map of Exhibit"B", attached hereto and hereby made a part of this Agreement for all purposes. 77 Page 2 Economic Development Program Agreement between City of Fort Worth and Trinity Bluff Development,Ltd. Central City Resident means an individual whose principal place of residence is at a location within the Central City. Completion Date means the date as of which a final certificate of occupancy has been issued for all of the Required Improvements. Completion Deadline means December 31, 2007. Construction Costs means site development costs; hard construction costs; contractor fees; the costs of supplies and materials; engineering fees; architectural fees; and other professional (including legal and the costs associated with the financing of the Required Improvements), development and permitting fees expended directly in connection with the Required Improvements. Development Property means the real property and any real property improvements (but not personal property improvements) thereon defined in Recital A and identified in Exhibit "A" of this Agreement, regardless of whether it is owned by Owner or another person or entity. Development Propertv Tax Revenues means the amount of real property tax paid by the owner of the Development Property to the City for a given tax year based on the entire taxable appraised value of the Development Property for that year minus the taxable appraised value of the Development Property for the 2004 tax year. The taxable appraised value of the Development Property in any given year will be established solely by the appraisal district that has jurisdiction over the Development Property at the time. Excluded Development Property Tax Revenues means any revenue received by the City in a given year from (i) the amount of real property taxes paid to the City based on the taxable appraised value of the Development Property for the 2004 tax year; (ii) the amount of all personal property and any ad valorem taxes attributable to the Development Property other than the amount of real property tax on the Development Property paid by the owner of the Development Property; (iii) the amount of real property tax on the Development Property in excess of the Maximum Annual Program Amount payable in accordance with this Agreement for that year; and (iv) the amount of real property tax on the Development Property equal to that amount by which the Program Grant for that year may be reduced in accordance with this Agreement. Fort Worth Certified MIWBE Company means a minority or woman-owned business that has received certification as either a minority business enterprise (MBE) or a woman business enterprise (WBE) by either the North Texas Regional Certification Agency (NTRCA) or the Texas Department of Transportation (TxDOT), Highway Division, and whose principal business office is located within the corporate limits of the City. Full-time Job means a job filled by one (1) individual for a period of not less than forty (40) hours per week or another measurement used to define full-time Page 3 Economic Development Program Agreement between City of Fort Worth and Trinity Bluff Development,Ltd. i ; employment by Owner in accordance with Owner's then-current corporate-wide personnel policies and regulations. Maximum Annual Program Grant Amount means the maximum Program Grant that is available for payment to Owner for a given Program Year, as set forth in Exhibit"C", attached hereto and hereby made a part of this Agreement for all purposes. Program Cap means the sum of $2,973,230 gross, which is the maximum aggregate sum of money that the City will pay Owner pursuant to this Agreement, less any reductions to the Program Grant payments hereunder, whether factored into the Base Benefit Percentage pursuant to Section 5.2 or reduced in a given year pursuant to Sections 5.4.1, 5.4.2, 5.5.1 and/or 5.5.2. Program Grants means the annual economic development grants paid by the City to Owner in accordance with this Agreement and as part of the 380 Program. Program Year means a calendar year in which the City is obligated pursuant to this Agreement to pay Owner a Program Grant, beginning with the fourth full calendar year following the year in which the Completion Date occurs (Program Year 1). Proiect means the construction by or on behalf of Owner of the Required Improvements, as defined in Section 4.1. Supply and Service Expenditures mean those local discretionary costs expended by Owner directly for the operation and maintenance of the Required Improvements, as defined in Section 4.1. Tax Abatement Agreement means that agreement between the City and Owner pursuant to which the City will abate certain real property taxes on the Development Property payable by Owner to the City for the second full tax year that follows the calendar year in which the Completion Date occurs. The Tax Abatement Agreement is a -Public document on file in the City Secretary's Office as City Secretary Contract No. and is incorporated herein by reference for all purposes. 3. TERM. This Agreement shall be effective as of the date of execution by both parties (the "Effective Date") and shall expire upon the date as of which the City has paid the fourteenth (14th) Program Grant payment pursuant to and in accordance with this Agreement (the aggregate of which shall in no event exceed the Program Cap) unless terminated earlier as provided by and in accordance with this Agreement, regardless of whether the aggregate amount of all such Program Grant payments is less than the Program Cap (the "Term"). Page 4 Economic Development Program Agreement between City of Fort Worth and Trinity Bluff Development,Ltd. _ 4. OWNER OBLIGATIONS AND GOALS. 4.1. Real Property Improvements. In accordance with the terms and conditions of this Agreement, Owner shall expend or cause to be expended by the Completion Date at least $25 million in Construction Costs to (i) construct an apartment complex with approximately three hundred (300) units for lease at market rates substantially in accordance with the schematic depicted in Exhibit "D", attached hereto and hereby made a part of this Agreement for all purposes, and (ii) provide and expend at least $45,000 for site development, landscaping and hard Construction Costs (which amount shall be a part of and not in addition to the $25 million Construction Cost requirement herein) to develop landscaped and permanently-dedicated pedestrian access points and trail connections to the Trinity River that are reasonably acceptable to the City, the plans and budgets of which must be approved by the City in writing prior to any work thereon being undertaken (collectively, the "Required Improvements"). The Completion Date for the Required Improvements shall occur on or before the Completion Deadline. The City recognizes that Owner will request bids and proposals from various contractors and other professionals in order to obtain the lowest reasonable price for the cost of the Required Improvements. In the event that bids and proposals for the Required Improvements are below $25 million in Construction Costs, the City will meet with Owner to negotiate in good faith an amendment to this Agreement so that Owner is not in default for its failure to expend at least $25 million in Construction Costs, with the understanding that the City's staff will recommend, but cannot guarantee, approval of such amendment by the City Council. 4.2. Construction Spending Commitment for Fort Worth Certified M/WBE Companies. By the Completion Date, Owner shall have spent or caused to be spent with Fort Worth Certified M/WBE Companies the greater of (i) $5 million in Construction Costs for the Required Improvements or (ii) twenty percent (20%) of all Construction Costs for the Required Improvements, regardless of the total amount of such Construction Costs. 4.3. Employment Commitment for Central City Residents. Beginning with the second full calendar year following the year in which the Completion Date occurs, and in each subsequent year of the Term of this Agreement, the greater of(i) one (1) Full-time Job on the Development Property or (ii) twenty-five percent (25%) of all Full-time Jobs on the Development Property, regardless of the total number of Full-time Jobs provided on the Development Property, shall be held by Central City Residents. Page 5 Economic Development Program Agreement between City of Fort Worth and Trinity Bluff Development.Ltd. 4.4. Supplv and Service Spending Commitment for Fort Worth Certified M/WBE Companies. Beginning with the second full calendar year following the year in which the Completion Date occurs, and in each subsequent year of the Term of this Agreement, Owner will spend the greater of (i) $30,000 in annual Supply and Service Expenditures or (ii) twenty-five percent (25%) of all Supply and Service Expenditures in a given calendar year with Fort Worth Certified M/WBE Companies. 4.5. Reports and Filings. 4.5.1. Plan for Use of Fort Worth Certified NMBE Companies. Within thirty (30) calendar days following execution of this Agreement or prior to the submission of an application by or on behalf of Owner for a permit to initiate construction of any of the. Required Improvements, whichever is earlier, Owner will file a plan with the City as to how the goals for the use of Fort Worth Certified M/WBE Companies outlined in this Agreement will be attained. Owner agrees to meet with the City's M/WBE Office and Minority and Women Business Enterprise Advisory Committee as reasonably necessary for assistance in implementing such plan and to address any concerns that the City may have with such plan. 4.5.2. Monthly Spending Reports. From the date of execution of this Agreement until the Completion Date, in order to enable the City to assist Owner in meeting its goal for construction spending with Fort Worth Certified M/WBE Companies, Owner will provide the City with a monthly report in a form reasonably acceptable to the City that specifically outlines the then-current aggregate Construction Costs expended by and on behalf of Owner with Fort Worth Certified M/WBE Companies for construction of the Required Improvements. Owner agrees to meet with the City's M/WBE Office and Minority and Women Business Enterprise Advisory Committee as reasonably necessary for assistance in implementing such plan and to address any concerns that the City may have with such plan. 4.5.3. Construction Spending Report. Within thirty (30) calendar days following the Completion Date, in order for the City to assess whether Owner satisfied the requirements of Section 4.1 and the degree to which Owner met the commitment set forth in Sections 4.2, and to determine the Base Benefit Percentage, as defined in Section 5.2, Owner will provide the City with a report in a form Page 6 . Economic Development Program Agreement between City of Fort Worth and Trinity Bluff Development,Ltd. - reasonably acceptable to the City that specifically outlines the Construction Costs expended by and on behalf of Owner for construction of the Required Improvements, together with supporting invoices and other documents necessary to demonstrate that such amounts were actually paid by Owner, including, without limitation, final lien waivers signed by Owner's general contractor. This report shall also include actual Construction Costs expended by Owner for construction of the Required Improvements with Fort Worth Certified MIWBE Companies, together with supporting invoices and other documents necessary to demonstrate that such amounts were actually paid by Owner to such contractors. 4.5.4. Annual Employment Report. On or before February 1 of each Program Year, in order for the City to assess the degree to which Owner met the commitment set forth in Sections 4.3 during the previous calendar year and to determine the amount of the Program Grant that will be payable hereunder in that same year, Owner shall provide the City with a report in a form reasonably acceptable to the City that sets forth the total number of individuals who held Full-time Jobs on the Development Property and the total number of Central City Residents who held Full-time Jobs on the Development Property, all as of December 1 (or such other date requested by Owner and reasonably acceptable to the City) of the previous year, together with reasonable documentation together with reasonable documentation regarding the residency of all such employees. 4.5.5. Annual Supplv and Service Spending Report. On or before February 1 of each Program Year, in order for the City to assess the degree to which Owner met the commitment set forth in Section 4.4 during the previous calendar year and to determine the amount of the Program Grant that will be payable hereunder in that same year, Owner will provide the City with a report in a form reasonably acceptable to the City that sets forth the gross dollars and supporting documentation showing the amount of Supply and Service Expenditures made with Fort Worth Certified M/WBE Companies in the previous year. 4.6. Audits. The City will have the right throughout the Term to audit the financial and business records of Owner that relate to the Project, the construction and operation of the Required Improvements and any other documents necessary to evaluate Owner's compliance with this Agreement or with the goals and commitments set forth in this Agreement (collectively "Records"). Owner shall make all Records available to the City on the Development Property or at another Page 7 .._ - Economic Development Program Agreement between City of Fort Worth and Trinity Bluff Development,Ltd. r location in the City acceptable to both parties following reasonable advance notice by the City and shall otherwise cooperate fully with the City during any audit. 5. CITY OBLIGATIONS. 5.1. General Overview of Program. Subject to the terms and conditions of this Agreement, beginning in Program Year 1 and in each subsequent year of the Term of this Agreement, the City will pay to Owner Program Grants as provided by this Section 5. The base amount of each Program Grant will be based on the amount of Development Property Tax Revenues received by the City in a given year and the degree to which Owner met its obligation to complete the Required Improvements and to expend minimum Construction Costs for the Required Improvements and with Fort Worth Certified M/WBE Companies. The resulting base Program Grant will be subject to reduction each year to the extent that Owner fails to meet any or all of its employment and Supply and Service Expenditure commitments pursuant to this Agreement. In addition, the amount of each Program Grant is subject to a cap, as specified in Exhibit "C" (defined in Section 2 as the Maximum Annual Program Grant Amount). In no event will the aggregate amount of all annual Program Grants exceed the Program Cap. 5.2. Base Benefit Percentage in Program Grants. As stated in Section 5.1, the base amount of each Program Grant payable by the City to Owner will be calculated by multiplying the amount of funds available for the Program in a given Program Year, as more specifically provided in Section 5.3, by the aggregate percentage to which Owner (i) complied with its requirements to complete the Required Improvements, as provided by and in accordance with Section 4.1; and (ii) met the Construction Cost spending goals with Fort Worth Certified M/WBE Companies, as provided by and in accordance with Section 4.2 of this Agreement (collectively, the "Base Benefit Percentage"), which shall equal the sum of the percentages calculated pursuant to Sections 5.2.1 and 5.2.2: 5.2.1. Completion of Required Improvements (75% of Base Benefit Percentage). As provided by and in accordance with Section 4.1 of this Agreement, if the Completion Date occurs by the Completion Deadline and the Construction Costs of the Required Improvements are at least $25 million (or such lower amount as may be approved by the City Council pursuant to Section 4.1), Owner will earn seventy-five percent (75%) toward the Base Benefit Percentage. As provided in Section 6.1, an Event Page 8 Economic Development Program Agreement between City of Fort Worth and Trinity Bluff Development,Ltd. of Default shall occur if the Completion Date does not occur by the Completion Deadline or if the Construction Costs of the Required Improvements are less than $25 million (or such lower amount as may be approved by the City Council pursuant to Section 4.1). 5.2.2. Construction Spendinp, with Fort Worth Certified M/WBE Companies (Up to 25% of Base Benefit Percentage). If Owner spent the greater of(i) $5 million in Construction Costs for the Required Improvements or (ii) twenty percent (20%) of all Construction Costs for the Required Improvements, regardless of the total amount of Construction Costs so incurred, with Fort Worth Certified M/WBE Companies (the "Fort Worth M/WBE Construction Commitment"), as provided by and in accordance with Section 4.2 of this Agreement, Owner will earn twenty-five percent (25%) toward the Base Benefit Percentage. If the Fort Worth M/WBE Construction Commitment is not met, Owner will earn a lesser percentage toward the Base Benefit Percentage that is based on the degree to which the Fort Worth M/WBE Construction Commitment was met, which lesser percentage shall equal the greater of (i) 0% or (ii) a percentage equal to 25% less the product of two (2) times the difference between 25% and an amount equal to the product of 25% multiplied by a fraction, to be expressed as a percentage, whose numerator shall equal the Construction Costs actually expended by or on behalf of Owner for the Required Improvements with Fort Worth Certified M/WBE Companies and whose denominator shall equal the applicable Fort Worth M/WBE Construction Commitment. For example, if the Fort Worth M/WBE Construction Commitment was $5 million and only $3 million in Construction Costs for the Required Improvements were spent with Fort Worth Certified M/WBE Companies, then the percentage toward the Base Benefit Percentage that Owner would earn pursuant to this Section 5.2.2 would equal: • 25% - [2 x (25% - {25%x 3/5 or .61)], which equals • 25% - [2 x (25% - {15%1)], which equals • 25% - [2 x (10%)], which equals • 25% - [20%], which equals • 5%. 5.3. Calculation of Each Annual Base Program Grant. The amount of funds available for a given year shall be the lesser of(i) the Development Property Tax Revenues received as of January 31 of the respective Program Year for the calendar year prior to such Program Year or (ii) the Maximum Annual Program Grant authorized for that Program Year, as set forth in Exhibit "C" of this Agreement. As stated in Section 5.2, the base amount of Page 9 Economic Development Program Agreement between City of Fort Worth and Trinity Bluff Development,Ltd. each Program Grant payable by the City to Owner will be calculated by multiplying the amount of funds available for the Program in a given Program Year by the Base Benefit Percentage (the product being the "Base Annual Program Grant Amount" for each respective Program Year). Therefore, by way of example only, suppose that the Base Benefit Percentage is eighty percent (80%) and that as of January 31 of Program Year 3 the City receives Development Property Tax Revenues of $250,000. The Base Annual Program Grant Amount in Program Year 3, then, would be the lesser of (i) 80% of $250,000 ($200,000) or (ii) 80% of the $193,650 Maximum Annual Program Grant Amount authorized for Program Year 3, as provided by Exhibit "C" hereto ($154,920). Therefore, under this example, the Base Annual Program Grant Amount for Program Year 3 would be $154,920. 5.4. Calculation of Program Grant Amount. In the event that Owner met both its employment and Supply and Service Expenditure spending commitments, as outlined, respectively, in Sections 4.3 and 4.4, in the previous calendar year, the amount of the Program Grant payable for the following Program Year shall equal the Base Annual Program Grant Amount available for that Program Year. However, if Owner failed to meet one or both of such commitments, then the Program Grant payable for the following Program Year shall be reduced, as follows: 5.4.1. Failure to Meet Employment Commitment. If during the previous calendar year fewer than (i) twenty-five percent (25%) of all Full-time Jobs on the Development Property, regardless of the total number of Full-time jobs provided on the Development Property, or (ii) one (1) Full-time Job on the Development Property, whichever number is greater, were held by Central City Residents, as required by Section 4.3 of this Agreement, then the amount of the Program Grant payable in the following Program Year shall be reduced by $20,000 for each Full-time Job by which such commitment was not met. 5.4.2. Failure to Meet Supplv and Service Spending Goals with Fort Worth Certified MIWBE Companies. If during the previous calendar year Owner spent less than the greater of(i) $30,000 in Supply and Service Expenditures or (ii) 25% of all Supply and Service Expenditures for that year with Fort Worth Certified M/WBE Companies, as required by Section 4.4, then the amount of the Program Grant payable in the following Program Year shall be reduced by an amount equal to the product of two (2) multiplied by the number of dollars by which that commitment was not met. In other words, if Owner's commitment in a given year was to spend $30,000 in Page 10 a Economic Development Program Agreement between City of Fort Worth and Trinity Bluff Development,Ltd. - i Supply and Service Expenditures with Fort Worth Certified M/WBE Companies and only $25,000 in Supply and Service Expenditures were actually spent with Fort Worth Certified M/WBE Companies, then the amount of the Program Grant payable in the following Program Year would be reduced by $10,000 (2 x the $5,000 shortfall). 5.4.3. No Offsets. A deficiency in attainment of one of the commitments set forth in Sections 4.3 and 4.4 may not be offset by exceeding the other commitment. In other words, if in a given year Owner failed to meet the employment commitment, as set forth in Section 4.3, by one Full-time Job, thereby triggering a $20,000 reduction to the Program Grant payable in the following year, but exceeded the commitment for Supply and Service Expenditure, as set forth in Section 4.3, by $20,000, the value of the Base Abatement would still be reduced by $20,000 on account of Owner's failure to meet the employment commitment. 5.5. Failure to Use Development Propertv Specifically for Residential Purposes. From January 1 of the second full calendar year following the Completion Date through the end of the Term, if the Development Property is at any time not used solely for multi-family residential purposes (with no more than twenty percent (20%) leased or sold or available for lease or sale at rates or prices below the market rate for similar units in the vicinity of the Development Property) and for other incidental purposes related to residential units in a multi-family complex, Owner will not be deemed to be in default hereunder and the City will not have the right to terminate this Agreement, but, rather, the following provisions shall apply, notwithstanding any other provision of this Agreement to the contrary: 5.5.1. For an Entire Year. If the Development Property is for an entire calendar year not used solely for multi-family residential purposes (with no more than twenty percent (20%) leased or sold or available for lease or sale at rates or prices below the market rate for similar units in the vicinity of the Development Property) and for other purposes directly incidental thereto, then Owner shall forfeit the Program Grant payment that it would otherwise have been owed in the next Program Year, which amount shall instead be treated as Excluded Development Property Tax Revenues as provided in Section 5.6. In addition, the Term of this Agreement shall not be extended and the forfeiture shall be counted as a Program Grant for purposes of measuring the Term of this Agreement. Page 11 Economic Development Program Agreement between City of Fort Worth and Trinity Bluff Development,Ltd. 5.5.2. For a Portion of a Year. If the Development Property is for a portion of a calendar year not used solely for multi-family residential purposes (with no more than twenty percent (20%) leased or sold or available for lease or sale at rates or prices below the market rate for similar units in the vicinity of the Development Property) and for other purposes directly incidental thereto, then the Program Grant payment for the next Program Year shall be reduced by an amount equal to a fraction, to be expressed as a percentage, where the numerator is the number of days in which the Development Property was used solely for multi-family residential purposes (with no more than twenty percent (20%) leased or sold or available for lease or sale at rates or prices below the market rate for similar units in the vicinity of the Development Property) and for other purposes directly incidental thereto and where the denominator is 365. 5.6. Retention by the City of Excluded Development Property Tax Revenues. Owner understands and agrees that any Excluded Development Property Tax Revenues received in any given Program Year are excluded from the 380 Program. Excluded Development Property Tax Revenues will be retained by the City and are subject to use by the City for any lawful purpose that the City deems necessary in the carrying out of its business as a home rule municipality. In no event will Excluded Development Property Tax Revenues be calculated for purposes of any Program Grant payment to Owner. 5.7. Deadline for Payments and Source of Funds. Each annual Program Grant payment will be made by the City to Owner on or before June 1 of the Program Year in which such payments are due. It is understood and agreed that all Program Grants paid pursuant to this Agreement shall come from currently available general revenues of the City and not directly from Development Property Tax Revenues received by the City. 5.8. Fee Waivers. In addition to the Program Grants paid by the City pursuant to this Agreement, as part of the consideration and public benefits achieved hereunder, the City will also waive (i) up to $58,000 in building permit fees for physical construction of the apartment units comprising a portion of the Required Improvements outlined in Section 4.1 and (ii) in return for development by Owner of pedestrian access to the Trinity River, which comprises a portion of the Required Improvements outlined in Section 4.1, up to $335,500 in parkland dedication fees. Page 12 Economic Development Program Agreement between City of Fort Worth and Trinity Bluff Development,Ltd. 5.9. Infrastructure Improvements. The City agrees to reimburse Owner the lesser of (i) $430,113 for those specific Third Party Contract Costs (as defined in Section H of that certain Enhanced Community Facilities Agreement on file in the City Secretary's Office as City Secretary Contract No. (the "ECFA")) expended by Owner in the construction and completion of certain water and sewer public infrastructure improvements that are identified as Economic Development Costs in Section II of the ECFA and are eligible for reimbursement pursuant to the ECFA (the "Infrastructure Improvements") or (ii) the actual specific Third Party Contract Costs of the Infrastructure Improvements, which Infrastructure Improvements shall be constructed pursuant to and in accordance with the ECFA and which reimbursement is subject to reduction pursuant to Section III.C.4 of the ECFA. Notwithstanding anything to the contrary in the ECFA, Owner shall not be entitled to reimbursement of any costs of the Infrastructure Improvements pursuant to the ECFA unless (i) the Infrastructure Improvements have been completed in accordance with the requirements of the ECFA; and (ii) Owner has submitted the construction spending report for the Required Improvements in accordance with Section 4.5.3 of this Agreement not later than thirty(30) calendar days following the Completion Deadline and (iii) the City has confirmed that Owner expended at least $25 million in Construction Costs for the Required Improvements (or such lower amount subsequently approved by the City Council pursuant to Section 4.1) as of the Completion Deadline. In the event of any conflict between the ECFA and this Section 5.9, this Section 5.9 shall control. 6. DEFAULT, TERMINATION, SUSPENSION OF OBLIGATIONS_AND FAILURE BY OWNER TO MEET VARIOUS GOALS AND C'0MM1[TMV 1V-rQ 1 11.1111.1 ,I Al . 6.1. Failure to Complete Required Improvements. If the Completion Date does not occur by the Completion Deadline, the City shall have the right to terminate this Agreement by providing written notice to Owner. If(i) Owner has not submitted the construction spending report for the Required Improvements in accordance with Section 4.5.3 within thirty (30) calendar days following the Completion Deadline or (ii) the City determines that Owner did not expend at least $25 million in Construction Costs for the Required Improvements (or such lower amount subsequently approved by the City Council pursuant to Section 4.1) as of the Completion Deadline, an event of default shall occur. In this event, the City shall notify Owner in writing and Owner shall have thirty (30) calendar days to, respectively, (i) submit the construction spending report for the Required Improvements required by Section 4.5.3 or (ii) demonstrate to the reasonable satisfaction of the City that the Construction Costs for the Required Improvements were S25 million or more (or, if applicable, at least such lower amount previously approved by the City Council pursuant to Page 13 Economic Development Program Agreement between City of Fort Worth and Trinity Bluff Development,Ltd. Section 4.1). If the default has not been fully cured within thirty (30) calendar days of the City's written notice, the City shall have the right to terminate this Agreement immediately by providing written notice to Owner. 6.2. Termination of Tax Abatement Agreement. This Agreement shall automatically terminate upon any lawful termination of the Tax Abatement Agreement pursuant to Section 4 of the Tax Abatement Agreement. However, it is specifically understood that if the Tax Abatement Agreement does not take effect due solely to the failure of one or more of the governing body or bodies of a taxing unit that deposits or has agreed to deposits tax increment into the fund(s) of a tax increment reinvestment zone in which the Development Property is located, the terms and provisions of this Agreement shall not be affected. 6.3. Failure to Pay City Taxes. An event of default shall occur under this Agreement if any City taxes on the Development Property or arising on account of operations on the Development Property become delinquent and Owner 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 Owner in writing and Owner shall have thirty (30) calendar days to cure such default. If the default has not been fully cured by such time, the City shall have the right to terminate this Agreement immediately by providing written notice to Owner and shall have all other rights and remedies that may be available to it under the law or in equity. 6.4. Violations of City Code, State or Federal Law. An event of default shall occur under this Agreement if any written citation is issued due to the occurrence of a violation of a material provision of the City Code on the Development Property or on or within any improvements thereon (including, without limitation, any violation of the City's Building or Fire Codes and any other City Code violations related to the environmental condition of the Development Property; the environmental condition other land or waters which is attributable to operations on the Development Property; or to matters concerning the public health, safety or welfare) and such citation is not paid or the recipient of such citation does not properly follow the legal procedures for protest and/or contest of any such citation. An event of default shall occur under this Agreement if the City is notified by a governmental agency or unit with appropriate jurisdiction that the Owner, a successor in interest, any third party with access to the Development Property pursuant to the express or implied permission of Owner, a successor in interest, or the City (on account of the Project or the act or omission of any party other than the City on or after the effective date of this Agreement) is in violation of any material state or federal law, rule or regulation on account of the Development Property, improvements on Page 14 Economic Development Program Agreement between City of Fort Worth and Trinity Bluff Development,Ltd. the Development Property or any operations thereon (including, without limitation, any violations related to the environmental condition of the Development Property; the environmental condition other land or waters which is attributable to operations on the Development Property; or to matters concerning the public health, safety or welfare). Upon the occurrence of such default, the City shall notify Owner in writing and Owner shall have (i) thirty (30) calendar days to cure such default or(ii) if Owner has diligently pursued cure of the default but such default is not reasonably curable within thirty (30) calendar days, then such amount of time that the City reasonably agrees is necessary to cure such default. If the default has not been fully cured by such time, the City shall have the right to terminate this Agreement immediately by providing written notice to Owner and shall have all other rights and remedies that may be available to under the law or in equity. 6.6. Failure to Meet Construction Cost Spending, Supply and Service Spending and/or Employment Goals. The failure to meet Construction Cost and/or any annual Supply and Service Expenditure spending commitments with Fort Worth Certified M/WBE Companies, as specifically set forth in Sections 4.2 and 4.4, respectively, and/or to meet any annual employment commitment for Central City Residents, as specifically set forth in Section 4.3, shall not constitute a default hereunder or provide the City with the right to terminate this Agreement, but, rather, shall only serve to reduce the amount of the Program Grants that the City is required to pay pursuant to this Agreement, whether by factoring such failure into the Base Benefit Percentage, as provided by Section 5.2, or by reducing the amount of the Program Grant payment that would otherwise have been payable in a given Program Year, as provided by Section 5.4. 6.7. Failure to Submit Annual Reports. If Owner fails to submit both reports in accordance with Sections 4.5.4 or 4.5.4, the City's obligation to pay any Program Grant for the Program Year in which such report or reports are due shall be suspended until Owner has provided both reports. 7. INDEPENDENT CONTRACTOR It is expressly understood and agreed that Owner shall operate as an independent contractor in each and every respect hereunder and not as an agent, representative or employee of the City. Owner shall have the exclusive right to control all details and day- to-day operations relative to the Development Property and any improvements thereon and shall be solely responsible for the acts and omissions of its officers, agents, servants, employees, contractors, subcontractors, licensees and invitees. Owner acknowledges that the doctrine of respondeat superior will not apply as between the City and Owner, its Page 15 Economic Development Program Agreement between City of Fort Worth and Trinity Bluff Development,Ltd. officers, agents, servants, employees, contractors, subcontractors, licensees, and invitees. Owner further agrees that nothing in this Agreement will be construed as the creation of a partnership or joint enterprise between the City and Owner. 8. INDEMNIFICATION. OWNER, 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 DAMA GE OR LOSS TO O WNER'S B USINESS AND ANY RES UL TING LOST PROFITS) AND/OR PERSONAL INJURY, INCLUDING DEATH, THAT MAY RELATE TO, ARISE OUT OF OR BE OCCASIONED BY (i) OWNER'S BREACH OF ANY OF THE TERMS OR PROVISIONS OF THIS AGREEMENT OR (ii)ANY NEGLIGENT ACT OR OMISSION OR INTENTIONAL MISCONDUCT OF OWNER, ITS OFFICERS, AGENTS, ASSOCIATES, EMPLOYEES, CONTRACTORS (OTHER THAN THE CITY) OR SUBCONTRACTORS, RELATED TO THE PROJECT OR THE PERFORMANCE OF THIS AGREEMENT. 9. NOTICES. All written notices called for or required by this Agreement shall be addressed to the following, or such other party or address as either party designates in writing, by certified mail, postage prepaid, or by hand delivery: City: Owner: City of Fort Worth Trinity Bluff, Ltd. Attn: City Manager Attn: Thomas L. Struhs 1000 Throckmorton Struhs Development Corporation Fort Worth,TX 76102 2801 Bledsoe St. Fort Worth, TX 76107 with copies to: with a copy to: the City Attorney and Brian T. McCabe Economic/Community Development Cantey &Hanger, L.L.P. Director at the same address 400 West 15th St., Suite 200 Austin, TX 76701 Page 16 Economic Development Program Agreement between City of Fort Worth and Trinity Bluff Development,Ltd. 10. ASSIGNMENT AND SUCCESSORS. Owner may at any time assign, transfer or otherwise convey any of its rights or obligations under this Agreement to Lincoln Property Southwest, Inc. or an affiliate thereof so long as Lincoln Property Southwest, Inc. or the affiliate thereof is the owner in fee simple of the Development Property and with the understanding that Owner shall provide written notice to the City within thirty (30) calendar days thereafter of the name and telephone number of a contact person with Lincoln Property Southwest, Inc. or the affiliate thereof. Owner may not otherwise assign, transfer or otherwise convey any of its rights or obligations under this Agreement to a new owner of the Development Property and/or Required Improvements without the prior consent of the City Council, which consent shall not be unreasonably withheld, conditioned on (i) the prior approval of the assignee 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 in writing to assume all covenants and obligations of Owner under this Agreement. Any attempted assignment without the City Council's prior consent shall constitute grounds for termination of this Agreement and the Abatement granted hereunder following ten (10) calendar days of receipt of written notice from the City to Owner. Any lawful assignee or successor in interest of Owner of all rights under this Agreement shall be deemed"Owner" for all purposes under this Agreement. 11. 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. 12. GOVERNMENTAL POWERS. It is understood that by execution of this Agreement, the City does not waive or surrender any of it governmental powers or immunities. 13. NO WAIVER The failure of either party to insist upon the performance of any term or provision of this 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. Page 17 Economic Development Program Agreement between City of Fon Worth and Trinity Bluff Development,Ltd. 14. 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. 15. NO THIRD PARTY RIGHTS. The provisions and conditions of this Agreement are solely for the benefit of the City and Owner, and any lawful assign or successor of Owner, and are not intended to create any rights, contractual or otherwise, to any other person or entity. 16. FORCE MAJEURE. It is expressly understood and agreed by the parties to this Agreement that if the performance of any obligations hereunder is delayed by reason of war, civil commotion, acts of God, inclement weather, governmental restrictions, regulations, or interferences, acts of the other party, its affiliates/related entities and/or their contractors, or any actions or inactions of third parties or other circumstances which are reasonably beyond the control of the party obligated or 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 Owner's failure to obtain adequate financing to complete the Required Improvements by the Completion Deadline shall not be deemed to be an event of force majeure and that this Section 16 shall not operate to extend the Completion Deadline in such an event. 17. INTERPRETATION. In the event of any dispute over the meaning or application of any provision of this Agreement, this Agreement shall be interpreted fairly and reasonably, and neither more strongly for or against any party, regardless of the actual drafter of this Agreement. 18. CAPTIONS. Captions and headings used in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement. Page IS 9 Economic Development Program Agreement between City of Fort Worth and Trinity Bluff Development,Ltd. 19. 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 Owner, and any lawful assign and successor of Owner, as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provision of this Agreement. Notwithstanding anything to the contrary herein, this Agreement shall not be amended unless executed in writing by both parties and approved by the City Council of the City in an open meeting held in accordance with Chapter 551 of the Texas Government Code. 20. COUNTERPARTS. This Agreement may be executed in multiple counterparts, each of which shall be considered an original, but all of which shall constitute one instrument. EXECUTED as of the last date indicated below: CITY OF FORT WORTH: TRINITY BLUFF DEVELOPMENT, LTD: By: Struhs Development Corporation, a Texas corporation and its sole general p ner: By: BY Dale Fisseler -- omas L. Struhs Acting Assistant Cite Manager President Date: 3 7/ 04- Date: qn/4 Page 19 Economic Development Program Agreement between City of Fort Worth and Trinity Bluff Development,Ltd. S 5 APPROVED AS TO FORM AND LEGALITY: By: Peter Vaky Assistant City Attorney M&C: C -2 0 21 b S--I 7-OL- ATTESTED BY y Page 20 Economic Development Program Agreement ' between City of Fort Worth and Trinity Bluff Development,Ltd. EXHIBITS "A"—Legal Description and Map Depicting the Development Property "B"—Map of Central City "C"—Chart of Maximum Annual Program Grant Amounts "D"—Depiction of Required Improvements Economic Development Program Agreement between City of Fort Worth and Trinity Bluff Development,Ltd. Exhibit"A" LEGAL DESCRIPTION OF THE DEVELOPMENT PROPERTY All of Lots 3 and 4 of Block 123 of the ORIGINAL TOWN OF FORT WORTH, an unrecorded addition to the City of Fort Worth, Tarrant County, Texas and all of Lot 2 of said Block 123 described in the deed to Wide Opens Spaces, Ltd. recorded in volume 15755,page 413, volume 15755, page 410 and volume 16994, page 138 of the Deed Records of Tarrant County, Texas and all of Lot 3 of said Block 123 and all of Tract IV and V described in the deed to Rudolph J. Renda and wide Lori L. Renda recorded in volume 15602, page 202 of the said Deed Records all of Lots 1 through 4 and 34 of CUMMINGS ADDITION, an addition to the City of Fort Worth according to the plat thereof recorded in volume 118, page 32 of the Plat Records of Tarrant County, Texas and a portion of Lots 35 and 38 of said CUMMINGS ADDITION and a portion of Tract 1, 3 and 4 described in the deed to Wide Open Spaces, Ltd., recorded in volume 16823, page 348 and all of Parcel H and a portion of Parcel I described in the deed to Rupolph J. Renda recorded in volume 15553, page 163 of the said Deed Records and a portion of Lots 10, 11 and 12 of Block 124 of THE ORIGINAL TOWN OF FORT WORTH, and all of the 11'wide alley and a portion of North Cummings Street, East Bluff Street, Elm Street and Peach Street vacated by City Ordinance No.------- and described by metes and bounds as follows: Commencing at the northwest corner of said Block 123 and the southwest corner of said Tract 3 and run along the west line of said Tract 3, north 30 degrees-28 minutes-01 seconds west 10 feet to the place of beginning. Thence northeasterly, the following: north 09 degrees-21.minutes-04 seconds east 58-05/100 feet; north 16 degrees-23 minutes-31 seconds east 44-30/100 feet; north 32 degrees-10 minutes-39 seconds east 57-58/100 feet; north 36 degrees-05 minutes-40 seconds east 71-55/100 feet; north 11 degrees-17 minutes-01 seconds west 44-22/100 feet; north 59 degrees-26 minutes-01 seconds east 58-45/100 feet to the northeast corner of said Tract 1 in the west line of said Cummings Street. Thence north 59 degrees-31 minutes-59 seconds east, crossing said Cummings Street, 40-75/100 feet to the east line of said Cummings Street. Thence southeasterly and northeasterly, the following: south 30 degrees-28 minutes-01 seconds east 81-67/100 feet to the northwest corner of said Lot 4 CUMMINGS ADDITION; north 59 degrees-31 minutes-59 seconds east 100-00/100 feet; south 30 degrees-27 minutes-59 seconds east 5-01/100 feet; Economic Development Program Agreement between City of Fort Worth and Trinity Bluff Development,Ltd. north 59 degrees-31 minutes-41 seconds east 100-00/100 feet; south 30 degrees-21 minutes-24 seconds east 65-06/100 feet; north 59 degrees-31 minutes-59 seconds east 134-96/100 feet to the extension of the west line of Samuels Avenue. Thence southeasterly and southwesterly,the following: south 30 degrees-28 minutes-01 seconds eastl7-67/100 feet to the beginning of a curve to the right having a radius of 220 feet; along said curve to the right an arc length of 12-33/100 feet to its end and the beginning of a curve to the right having a radius of 220 feet, the long chord of said 12-33/100 feet arc is south 30 degrees-43 minutes-41 seconds east 12-33/100 feet ; along said curve to the right an arc length of 137-85/100 feet to its end, the long chord of said 137-85/100 feet of arc is south 11 degrees-10 minutes-22 seconds east 135-60/100 feet; south 06 degrees-46 minutes-38 seconds west 114-32/100 feet; south 48 degrees-18 minutes-01 seconds west 14-97/100 feet; south 89 degrees-49 minutes-24 seconds west 8-37/100 feet to the beginning of a curve to the left having a radius of 130 feet; along said curve to the left an arc length of 67-95/100 feet to its end in the south line of said Block 123 and the north line of said East Bluff Street, the long chord of said 67-95/100 feet arc is south 74 degrees-50 minutes-58 seconds west 67-18/100 feet. Thence southwesterly, along the north line of said East Bluff Street and the south line of said Block 123 to and along the proposed north line of East Bluff Street, the following: south 59 degrees-31 minutes-59 seconds west 433-99/100 feet; south 59 degrees-32 minutes-54 seconds west 2-84/100 feet; south 59 degrees-32 minutes-00 seconds west 122-30/100 feet; Thence north 30 degrees-23 minutes-46 seconds west 140-00/100 feet to the north line of said Parcel I. Thence northeasterly, along the north line of said Parcel I, the following: north 59 degrees-32 minutes-00 seconds east 24-79/100 feet; north 24 degrees-31 minutes-58 seconds east 122-06/100 feet to the place of beginning and containing 202,434 square feet or 4-647/1000 acres . The basis for bearings is the Texas Coordinate System North Central Zone NAD 83 (1993 ). Economic Development Program Agreement between City of Fort Worth and Trinity Bluff Development,Ltd. S a us I IS s t! Ct eR � �`� �= .3 � iJ., 035 •_ Sr f- oe s`eu-7 i .EP- m !9 ouzo 4z CBc soOOJ cEauL iiA coo o3— o 3 �p o �✓9 Ali n3nao J -+mpa I i th,fi a :r9 i t � 1 ���!-f � '� iso �s� � � `•; °°': '!o daa� i 1 =d'fi d fit iii, 'ice•.;;�' Aga P LIM OR I d f 1� x� Exhibit"C" CHART OF MAXIMUM ANNUAL PROGRAM GRANT AMOUNTS Maximum Program Grant Program Year Amount Payable in that Program Year (in Gross Dollars 1 $186,130 2 $189,853 3 $193,650 4 $197,523 5 $201,473 6 $205,503 7 $209,613 8 $213,805 9 $218,081 10 $222,443 11 $226,891 12 $231,429 13 $236,058 14 $240,779 Economic Development Program Agreement between City of Fort Worth and Trinity Bluff Development,Ltd. Exhibit"D" DEPICTION OF REQUIRED IMPROVEMENTS Real Property Improvements Required by the Economic Development Program Agreement, Tax Abatement Agreement and the Enhanced Community Facilities Agreement) Construction Costs for the leased apartments $24,240,865.00* (Approximately 300 units) Infrastructure Improvement $1,854,360.00 (Enhanced Community Facilities Agreement) TOTAL $26,095,225.00 *Does not include contingency of$944,876.00 Page 1 Of 3 Exhibit"D"to Tax Abatement Agreement between City of Fort Worth and Trinity Bluff Development, Ltd. a z 0 ll- / J $ 1331c�15 M3N r O l \ > Nx \ \ y � \ / Page 2 of 3eement betwee ✓/ Exhibit"D"to Tax Abatement gaff Developmer City of For W orth and Trinity Exhibit"D" DIOPTI 1 lON OF REOUIRED IWROVEMENTS 00 ® 1{f low II J cF� r i i io: ; i UM No E �. ki f i rr 4L� 7 Page3 of 3 Exhibit"D"to Tax Abatement Agreement bdween City of Fort Worth and Trinity Bluff Devdopmmt,Ltd. City of Fort Worth, Texas Mayor and Council Communication COUNCIL ACTION: Approved on 8/17/2004 DATE: Tuesday, August 17, 2004 LOG NAME: 17TBLUFFEDA REFERENCE NO.: C-20216 SUBJECT: Authorize Execution of Economic Development Program Agreement with Trinity Bluff Development, Ltd. for Downtown Residential Project RECOMMENDATION: It is recommended that the City Council: 1. Authorize the City Manager to execute the attached Economic Development Program Agreement (subject to non-material final changes agreed to by the parties) with Trinity Bluff Development, Ltd. for a downtown residential project; and 2. Find that the terms and conditions of the Agreement, as outlined below, and in the recitals of the Agreement, constitute a custom-designed economic development program, as recommended by the 2004 Comprehensive Plan and authorized by Chapter 380 of the Texas Local Government Code. DISCUSSION: Under the proposed Economic Development Program Agreement, Trinity Bluff Development, Ltd., working with Lincoln Property Southwest, Inc. (collectively, the Developer), has committed to spend at least $25 million to construct an apartment complex with approximately 300 units for lease at market rates on property in the northeast portion of the downtown area, and to provide and develop enhanced perimeter interior street scape, open space and pedestrian access to the Trinity River in the vicinity of that property (collectively, the Development). In order to obtain the maximum benefit under this Agreement, Developer will be required to (i) spend the greater of$5 million or 20% of total construction costs for the Development with Fort Worth certified M/WBE companies; (ii) provide the greater of one full-time job or 25% of all full-time jobs on the Development site with residents of the Central City; and (iii) spend the greater of $30,000 per year for supplies and services related to the operation of the Development, or 25% of all such costs with Fort Worth certified M/WBE companies. The Minority and Women Business Enterprise Ad Hoc Committee has reviewed and endorsed the M/WBE commitments. In return for constructing the Development and providing desirable downtown residential units, Developer will be eligible to receive 14 annual economic development grants. The maximum base amount of each grant shall equal the lesser of the increased real property tax revenue from the Development site and attributable to the Development or a capped amount specified in Exhibit "C" of the Agreement. Each program grant is subject to reduction if the construction spending, employment and supply and service spending commitments set forth above are not met. Specifically, if the construction spending commitment for Fort Worth certified M/WBE companies is not met, the base amount of each annual grant will be reduced by the lesser of the percentage by which the commitment was not met or 25%. In addition, if the employment commitment is not met in a given year, the following year's program grant will be reduced Logname: 17TBLUFFEDA Paee 1 of 2 by $20,000 for each job by which the commitment was not met. If the supply and service spending commitment is not met in a given year, the following year's program grant will be reduced by the amount by which the commitment was not met multiplied by two (2). In no event will aggregate program grants exceed $2,973,230 gross. In addition to the program grants, the City will also waive (i) up to $58,000 in building permit fees for construction of the apartment units and (ii) up to $335,500 in parkland dedication fees in return for development by developer of pedestrian access and pedestrian improvements to the Triver River. The City will also reimburse developer for up to $430,113 in certain infrastructure improvements being constructed pursuant to a separate Community Facilities Agreement. This reimbursement is conditioned on Developer's completion of the apartments. FISCAL INFORMATION/CERTIFICATION: The Finance Director certifies that this Agreement will have no effect on City funds for the 2003-2004 or 2004-2005 budget years. TO Fund/Account/Centers FROM Fund/Account/Centers Submitted for City Manager's Office by: Dale Fisseler (Acting) (6140) Originating Department Head: Tom Higgins (6192) Additional Information Contact: Peter Vaky (7601) Christine Maguire (8187) Logname: 17TBLUFFEDA Page 2 of.2