HomeMy WebLinkAboutContract 45725-A2 CITY SECRETARY
AMENDMENT NO. 2 TO CONTRACT N0.
ECONOMIC DEVELOPMENT PROGRAM AGREEMENT
(CITY SECRETARY CONTRACT NO. 45725)
This AMENDMENT NO. 2 TO ECONOMIC DEVELOPMENT PROGRAM
AGREEMENT ("Amendment") is made and entered into by and between the CITY OF
FORT WORTH ("City"), a home rule municipality organized under the laws of the State of
Texas, and FW WATERSIDE PARTNERS LLC ("Developer"), a Delaware limited liability
company.
The City and Developer hereby agree that the following statements are true and correct
and constitute the basis upon which the City and Developer have entered into this Amendment:
A. On or about July 1, 2014 the City and Trademark Property Company entered into
that certain Economic Development Program Agreement on file in the City Secretary's Office as
City Secretary Contract No. 45725, which Trademark Property Company subsequently assigned
to Developer in accordance with that certain Consent to Assignment of Economic Development
Program Agreement on file in the City Secretary's Office as City Secretary Contract No. 45725-
CA1 and which was previously amended in accordance with that certain Amendment No. 1 to
Economic Development Program Agreement on file in the City Secretary's Office as City
Secretary Contract No. 45725-A1 (collectively, the "Agreement"). Under the Agreement,
Developer has agreed to construct a mixed-use development on certain real property in the City
in the vicinity of Bryant Irvin Road and Arborlawn Drive in stages at three potential levels of
investment, all as set forth in the Agreement. In return, the City agreed to pay Developer certain
economic development Program Grants, as more specifically provided in the Agreement.
B. The Agreement requires that the first phase of the Development, defined in the
Agreement as the Level 1 Development, must be completed by March 19, 2017. Section 17 of
the Agreement provides that deadlines established by the Agreement may be extended on
account of events that cause delays and that are not the fault of the performing party (identified
in the Agreement as events of force majeure). On February 2, 2017 Developer notified the City
by letter that various events of inclement weather from February 1, 2016 through February 2,
2017 as well as additional delays due to excavation issues arising on account of the discovery of
large rock formations (August 17, 2015 to September 21, 2015), the redesign of casing piers due
to ground water issues (May 2016), the redesign of all mechanical rooms due to code
interpretations (2016) and delays experienced due to a sprinkler pipe flood (December 2016)
constituted events of force majeure under the Agreement and that Developer was entitled to
extend the Level 1 Completion Deadline under the Agreement from March 19, 2017 to August 1,
2017.
C. The City has reviewed the documentation submitted by Developer in its February
2, 2017 letter and concurs that the delays outlined in that letter constitute events of force majeure
and that Developer is entitled to an extension of the Level 1 Completion Deadline to August 1.
Amendment No.2 to CSC No.45725 OFFICIAL RECORD
Economic Development Program Agreement with FW Waterside Partners LLC CITY SECRETARY
FT.WORTH,TX
2017 pursuant to Section 17 of the Agreement. Accordingly, for the removal of doubt, the
parties wish to amend the Agreement to memorialize this extension.
NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged, the City and Developer agree as follows:
1. Section 2 of the Agreement (Definitions)is hereby amended as follows:
The following terms and their definitions are hereby amended to read as follows:
Level 1 Completion Deadline means August 1,2017.
2. This Amendment shall be effective as of February 2, 2017, regardless of the date of its
execution by the City and Developer. The parties acknowledge that the City was obligated to
take time to review and confirm the documentation submitted by Developer in its letter of
February 2, 2017 outlining the various events of force majeure that entitled Developer to an
extension of the Level 1 Completion Deadline from March 19, 2017 to August 1, 2017, and the
fact that one or more parties may have executed this Amendment after March 19, 2017 will have
no bearing on the February 2, 2017 effectiveness of this Amendment. Notwithstanding anything
to the contrary herein, the City hereby waives any claim it might have that this Amendment was
not effective prior to expiration of the previous Level 1 Completion Deadline of March 19, 2017
on account of its execution of this Amendment after such date.
3. Developer hereby agrees that it has reported all events of force majeure through February
2, 2017 that may have caused a delay in its completion of the Level 1 Development, and,
notwithstanding anything to the contrary in the Agreement, Developer hereby waives any right to
claim that it is entitled to a further extension of the Level 1 Completion Deadline on account of
alleged events of force majeure occurring on or before February 2, 2017.
4. All terms in this Amendment that are capitalized but not defined have the meanings
assigned to them in the Agreement.
5. All terms and conditions of the Agreement that are not expressly amended pursuant to
this Amendment remain in full force and effect.
6. This Amendment may be executed in any number of duplicate originals, and each
Amendment No.2 to CSC No.45725
Economic Development Program Agreement with FW Waterside Partners LLC
e
duplicate original shall be deemed to be an original.
EXECUTED as of the last date indicated below, but to be effective as of February 2,
2017:
CITY OF FORT WORTH: APPROVED AS TO FORM AND
LEGALITY:
By. / r By
Jesus J. Chapa Peter Vaky
Assistant City Manager Deputy City Attorney
Date: `7 �� M&C: C-2 5141 7 3 -21-17
Form 1295 Certificate No. 2 D/7—/ D 42.
FW WATERSIDE PARTNERS LLC, AUftVd by;f
a Delaware limited liability company:
By: Trademark Waterside, L.P., a Mary JAWSir, Cio Secretary
Texas limited partnership and
its Managing Member: F 0R T
o.. ..�
By: TW Genpar, LLC, a Texas /.�: '•:��
limited liability company and U _
its General Partner: „t
co
Name:Cjw MD. M NV&L..
Title: EVP 1)WMf*AWT
Date:_
OFFICIAL RECORD
Amendment No.2 to CSC No.45725 CITY SECRETARY
Economic Development Program Agreement with FW Waterside Partners LLC FT. (NORTH, TX
M&C Review Page 1 of 2
Official site of the City of Fort Worth,Texas
CITY COUNCIL AGENDA FoTH
COUNCIL ACTION: Approved on 3/2112017
DATE: 3/21/2017 REFERENCE NO.. **C-28149 LOG NAME: 17WATERSIDEAMEND2
CODE: C TYPE: CONSENT PUBLIC NO
HEARING:
SUBJECT: Authorize Execution of Amendment to City Secretary Contract No. 45725, Economic
Development Program Agreement with FW Waterside Partners LLC, to Extend the
Completion Deadline for the First Phase of a Mixed-Use Development to be Located in the
Vicinity of Bryant Irvin Road and Arborlawn Drive (COUNCIL DISTRICT 3)
RECOMMENDATION:
It is recommended that the City Council authorize the City Manager to execute an amendment to the
Economic Development Program Agreement with FW Waterside Partners LLC, City Secretary
Contract No. 45725, to extend the completion deadline for the first phase of a mixed-use
development to be located in the vicinity of Bryant Irvin Road and Arborlawn Drive from March 19,
2017 to August 1, 2017 on account of construction delays caused by inclement weather and other
unforeseen circumstances.
DISCUSSION:
On March 4, 2014, (M&C C-26698) the City Council authorized execution of an Economic
Development Program Agreement (City Secretary Contract(CSC) No. 45725) (Agreement) with with
Trademark Property Company or an affiliate (Trademark) related to a mixed-use project to be
constructed on the west side of Bryant Irvin Road at Arborlawn Drive at the former site of the
Lockheed Martin Recreation Area in southwest Fort Worth. The planned development was to be
constructed in two phases, with the first phase to be completed by December 31, 2016. In return, the
City agreed to pay Trademark certain annual economic development grants, as authorized by
Chapter 380, Texas Local Government Code.
The Agreement provides that deadlines established by the Agreement may be extended on account
of events that cause delays and that are not the fault of the performing party(identified in the
Agreement as events of force majeure). On June 21, 2016, (M&C C-27774)the City Council
approved an amendment to change the completion deadline for the first phase of the development
from December 31, 2016 to March 19, 2017 as a result of inclement weather delays occurring
between October 1, 2014 and January 31, 2016.
On February 2, 2017, the developer notified the City by letter that various events of inclement
weather, as well as other unforeseen circumstances, occurring between February 1, 2016 and
February 2, 2017 constituted events of force majeure under the Agreement. The developer provided
Staff with documentation to substantiate a total of a 141 day delay during that period. In order to
provide clarity to the rights of both the City and the developer, Staff recommends that the Agreement
be amended to change the completion deadline for the first phase of the development from March 19,
2017 to August 1, 2017.
This project is located in COUNCIL DISTRICT 3.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that this action will have no material effect on the Fiscal Year 2016
http://apps.cfwnet.org/council_packet/mc review.asp?ID=24420&councitdate=3/21/2017 4/6/2017
'M&C Review Page 2 of 2
Budget. While no current year impact is anticipated from this action, any effect on expenditures and
revenues will be budgeted in future fiscal years and will be included in the long-term financial
forecast.
TO
Fund Department Account Project Program Activity Budget Reference# Amount
ID ID Year (Chartfield 2)
FROM
Fund Department Account Project Program Activity Budget Reference# Amount
ID ID Year Chartfield 2
Submitted for City Manager's Office by: Jay Chapa (5804)
Originating Department Head: Robert Sturns (212-2663)
Additional Information Contact: Brenda Hicks-Sorensen (870-0154)
ATTACHMENTS
170213 Waterside 1295 Certificate 100176560 Executed.pdf
http://apps.cfwnet.org/council_packet/mc review.asp?ID=24420&councildate=3/21/2017 4/6/2017
c/ - tr:�� )��
CERTIFICATE OF INTERESTED PARTIES FORM 1295
101`1
Complete Nos.1-4 and 6 if there are interested parties. OFFICE USE ONLY
Complete Nos.1,2,3,5,and 6 if there are no interested parties. CERTIFICATION OF FILING
1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number:
of business. 2017-166042
FW Waterside Partners, LLC
Fort Worth,TX United States Date Filed:
2 Name of governmental entity or state agency that is a party to the contract for which the form is 02/13/2017
being filed.
City of Fort Worth Date Acknow,led d: -
1\i
3 Provide the identification number used by the governmental entity or state agency to track or identify the contract,and provide a
description of the services,goods,or other property to be provided under the contract.
45725
Waterside Economic Development Program Agreement
Nature of interest
4 Name of Interested PartY Ci ty�State,Count ry(Place of business) (check applicable)
Controlling I Intermediary
Trademark Property Company Fort Worth,TX United States X
Sarofim Realty Advisors Dallas,TX United States X
Kelly Hart&Hallman Fort Worth,TX United States X
T-
5 Check only if there is NO Interested Party. ❑
6 AFFIDAVIT I swear,or affirm,under penalty of perjury,that the above disclosure is true and correct.
MARY ASHLEY PRICE
,NOTARY PUBLIC-STATE OF TEXAS I f�
+;•. ��
COMM.EXP.09-26-2017 "'�""` ,--•�,
NOTARY ID 129573763
Signature of authorized agent of contracting business entity
AFFIX NOTARY STAMP/SEAL ABOVE ��/ C
Sworn to and subscribed before me,by the said FJW�� Lt )JqM�i{L this the day of T
20to certify which,witness my hand and seal of office.
- (M A*�1,�, i PI.,
Signature Uicer admin ter g ath Printed name of officer adm' istering oath Title of officer administering oath
Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.277