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Home My WebLink AboutContract 35327-CA1CITI� SECR�'i�, , CONTRACT �IOa ...�.� ' : �`��'��'"' � .. CONSENT TO ASSIGNMENT OF ECONOMIC DEVELOPMENT PROGRAM AGREEMENT (CITY SECRETARY CONTRACT NO. 35327) This CONSENT TO ASSIGNMENT OF ECONOMIC DEVELOPMENT PROGRAM AGREEMENT (CITY SECRETARY CONTRACT NO. 35327) ("Consent") is made and entered into by and between the CITY OF FORT WORTH ("City"), a home rule municipal corporation organized under the laws of the State of Texas; LPC TRINITY PARKS LP ("LPC"), a Texas limited partnership; and SWF TRINITY BLUFFS, LLC, a Delaware limited liability company ("SWF"). The following introductory provisions are true and correct and form the basis upon which the City, LPC and SWF have entered into this Consent: A. As of May 25, 2007 the City and Trinity Bluff Development, Ltd. ("Trinity Bluff ') entered into that certain Amended and Restated Economic Development Program Agreement on file in the City Secretary's Office as City Secretary Contract No. 35327, as subsequently amended by that certain Amendment No. 1 to Amended and Restated Economic Development Program Agreement dated December 21, 2009 on iile in the City Secretary's Office as City Secretary Contract No. 35327-A1, and that certain Amendment No. 2 to Amended and Restated Economic Development Program Agreement dated April 21, 2012 on file in the City Secretary's Office as City Secretary Contract No. 35327-A2 (as amended and assigned, collectively, the "Agreement"). Under the Agreement, LPC (as successor• to Trinity Bluf� agreed, among other things, to construct a 4-story apartment complex comprising at least 299 apartment units (the "Required Improvements") on approximately 4.916 acres of land (the "Development Property"). In return, the City agreed to pay LPC certain Program Grants as authorized by Chapter 380 of the Texas Local Government Code and outlined in the Agreement. B. Section 10 of the Agreement permits an assignment of the Agreement to Lincoln Property Southwest, Inc. or an affiliate thereof without the approval of the City. LPC is an affiliate of Lincoln Property Southwest, Inc. On June 8, 2007 the City received notice that Trinity Bluff had assigned all of its rights and obligations under the Agreement to LPC. Any other assignment requires the advance consent of the City Council, a finding by the City Council that the proposed assignee is financially capable of ineeting the terms and conditions of the Agreement, and prior execution by the proposed assignee of a written agreement with the City under which the assignee agrees to assume all covenants and obligations of Developer under the Agreement. C. LPC now wishes to sell the Development Property and the Required Improvements, and to assign all of its rights and obligations under the Agreement, to SWF. Because SWF is not an affiliate of Lincoln Property Southwest, Inc., LPC has requested the City's consent to this assignment. The City is willing to consent to an assignment of the Agreement to SWF solely in accordance with this Consent. ��F��8�4� G3��OFt� Page 1 of 5 �( , t,e� �� Consent to Assignment of CSC No. 35327 (Economic Developmen �+o�gpath by LPC Trinity Parks LP to SWF Trinity Bluffs, LLC �� o �� 9 �� ri E� � , �a Ju� o � zo�� NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the City, LPC and S WF agree as follows: 1. The City hereby consents to an assignment by LPC to SWF of all right, title and interest granted to "Developer" by the Agreement, effective as of the date on which the City, LPC and SWF have all executed this Consent ("Effective Date"). 2. The City consents to such assignment expressly upon the promise and covenant by SWF, and SWF hereby promises and covenants to the City, that as of the Effective Date, SWF will comply with all duties and obligations of Developer set forth in the Agreement. This Consent does not grant SWF any greater or different rights under the Agreement than those of Developer. 3. SWF understands and agrees that no act or omission of LPC, whether before or after the Effective Date, will serve to mitigate the existence of any breach or default under the Agreement, as set forth in Section 6 of the Agreement or any available remedies of the City on account of such breach or default; any failure to meet any or all of the commitments for employment, supply and service spending or the set-aside for affordable housing units on the Development Property, as set forth in Sections 4.4, 4.5 and 4.6 of the Agreement (as amended by Amendment No. 2), and any applicable reduction in the amount of a Program Grant or Program Grants payable under the Agreement on account of any such failure; or any act or omission of LPC that causes any forfeiture or reduction in the amount of a Program Grant or Program Grants payable under the Agreement, as outlined in Section 5.2.3 of the Agreement. 4. All terms in this Consent that are capitalized but not defined shall have the meanings assigned to them in the Agreement. IN WITNESS WHEREOF, the undersigned have caused this Consent to be executed in multiples as of the last date indicated below: [SIGNATURES IMMEDIATELY FOLLOW ON NEXT THREE (3) PAGES] Page 2 of 5 Consent to Assignment of CSC No. 35327 (Economic Development Program Agreement) by LPC Trinity Parks LP to SWF Trinity Bluffs, LLC CITY OF FORT WORTH: By: �^�� . Fernando Costa Assistant City Manager Date: S��s ��f ATTEST: ,-� '�� / ,�, - -// , , By� U=; �, � , �i ary J.�/�' er City Secretary APPROVED AS TO FORM AND LEGALITY: � -------� i , By: +� �.0 �� (,_;'�t� � � Peter Vaky !" Deputy City Attorney �� M&C: G26763 04-15-14 Page 3 of 5 Consent to Assignment of CSC No. 35327 (Economic Development Program Agreement) by LPC Trinity Parks LP to SWF Trinity Bluffs, LLC � �� ;�: ,� � �a�FICI��. RECORD � �9'P� SECRE'�'AR� � ��' ��RT'F�� '1S LPC TRINITY PARKS LP, a Te�as limited partnership: By: LPC T:riniiy Phase II-7II LP, a Te�as limited partnerslup and its sole general partner: By: Lincoln No. 2049, Inc., a Te�as cor��oration and its sole general pattner: � ': / � � � � �T' � , . "I �z� 7A// �� 9 1��ne: ��2� Title: v��C? � �� lG C �'l,fi Date: Page 4 of 5 Consent to Assignment of CSC No. 35327 (Economic Development Program rlgreement) by LPC Trinzty Parks LP to SWF Trinity Bluffs, LLC SWF TRTNYTY BLUFFS, LLC, a Delaware lunited liability coin�any: , •P .+ Tl-�l^-=.n+^u �imii�r � s�ortnr rc�ir� B /r�� Y• Name: Sean Burton Tztle: President : Narne: J. David Marti�i 7'itle: Chai� of Investment Coznmittee Date: �1� �y `�. �oi � Page 5 of 5 Consent to Assigrunent of CSC No. 35327 (Economic Development Program Agreement) by LPC Trinity Parks LP to SWF Trinity B1ufFs, LLC SWF TRTNITY BLUFFS, LLC, a Delaware limited liability cornpany: By: Southwest Multifasnily Partners, L:P., a Delaware limited partnership and its Matiager: By: Nanze: Sean Burton Trtle: President By: N me: J, David Martin tle: Chair of Investment Committee Date: Page 5 of 5 Consent to Assignment of CSC No. 35327 (Economic Development Program Agreement) by LPC Trinity Parks LP to SWF Trinity Bluffs, LLC M&C Review Page 1 of 2 Official site of the City of Fort Worth, Texas CITY COUNCIL AGENDA F�� DATE CODE SUBJECT: COUNCIL ACTION: Approved on 4/15/2014 4/15/2014 REFERENCE **C-26763 LOG 17TRINITYBLUFFCONSENTTOASSIGN NO.: NAME: C TYPE: CONSENT PUBLIC NO HEARING: Authorize Execution of a Consent to Assignment of Economic Development Program Agreements for Trinity Bluff Development by LPC Trinity Parks LP to SWF Trinity Bluffs, LLC or an Affiliate, City Secretary Contract Nos. 35326 and 35327, as Amended and a Consent to Collateral Assignment by SWF Trinity Bluffs, LLC or an Affiliate to Metropolitan Life Insurance Company (COUNCIL DISTRICT 9) RECOMMENDATION: It is recommended that the City Council: 1. Authorize the City Manager to execute a Consent to Assignment of certain Economic Development Program Agreements City Secretary Contract Nos. 35326 and 35327, as amended by LPC Trinity Parks LP to SWF Trinity Bluffs, LLC or an affiliate; and 2. Authorize the City Manager to execute a Consent to Collateral Assignment of those Economic Development Agreements by SWF Trinity Bluffs, LLC or an affiliate to Metropolitan Life Insurance Company. DISCUSSION: In May 2007, the City entered into Economic Development Program Agreements with Trinity Bluff Development, Ltd., for the development of a three-story residential project and a four-story project with a total investment of $42,400,000.00 (Required Improvements) City Secretary Contract Nos. 35326 and 35327, as amended). In addition to the Required Improvements, in order to receive the full Program Grants available under the Agreements, additional investments equal to 58 percent of the construction costs of the Required Improvements in the vicinity of the Required Improvements must be completed. On May 30, 2007, Trinity Bluff Development, Ltd., assigned all of its rights and obligations under the Agreement to LPC Trinity Parks LP (Developer), which is an affiliate of Lincoln Property Company Southwest, Inc. In March 2014, LPC Trinity Parks LP approached the City about its desire to sell the development to SWF Trinity Bluff, LLC or one of its affiliates (Purchaser). As part of the proposed sale, the Developer needs to assign the Agreement to the Purchaser. Under the Agreement, LPC Trinity Parks LP, is prohibited from assigning the Agreement to another party without the City Council's consent. Staff does not object to this request. The Developer has constructed all the Required Improvements, but has not completed all of the additional investment necessary to obtain the full amounts of the Program Grants under the Agreements. The Purchaser will be required to meet all ongoing obligations of the Developer under the Agreement. The City will continue to receive the public benefits resulting from development of this project. Any future assignment of the Agreement by Purchaser would have to be approved by City Council. In addition, the Purchaser is obtaining financing on this project from Metropolitan Life Insurance http:Uapps.cfwnet.org/council�acket/mc_review.asp?ID=19706&councildate=4/15/2014 6/9/2014 M&C Review Page 2 of 2 Company (Met Life). In order to secure that loan, the Purchaser and Met Life have requested that the City consent to an assignment by Purchaser to Met Life of all right, title and interest in the Agreements. In the event that Met Life were to foreclose on the loan, Met Life would take over as the Developer under the Agreements. However, the proposed Consent to Collateral Assignment document will prohibit Met Life from assigning the Agreements to a new buyer without the City Council's approval. The Trinity Bluff development is located in COUNCIL DISTRICT 9, Mapsco 63S. FISCAL INFORMATION/CERTIFICATION: The Financial Management Services Director certifies that this action will have no material effect on City funds. TO Fund/AccountJCenters Submitted for City Manager's Office bv: Oriqinatinq Department Head: Additional Information Contact: ATTACHMENTS TrinityBluff.pdf FROM Fund/AccountlCenters Fernando Costa (6122) Jay Chapa (5804) Cynthia Garcia (8187) Avis F. Chaisson (6342) http://apps.cfwnet.org/council�acket/mc_review.asp?ID=19706&councildate=4/15/2014 6/9/2014 crrv sEc�r�^ cot��►c� ��o � _� "3 :� e' � �-�� -, � CONSENT TO ASSIGNMENT FOR SECURITY Pi1RPOSES OF ECONOMIC DEVELOPMENT PROGRAM AGREEMENT BETWEEN CITY OF FORT WORTH AND METROPOLITAN LIFE INSURANCE COMPANY (CITY SECRETARY CONTRACT NO. 35327, AS AMENDED) 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; SWF TRINITY BLUFFS, LLC ("Developer"), a Delaware limited liability company authorized to do business in the State of Texas; and METROPOLITAN LIFE INSURANCE COMPANY ("Lender"), a New York corporation. RECITALS The City, Developer and Lender hereby agree that the following statements are true and coi-rect and constitute the basis upon which the parties have entered into this Consent: A. The City is a party to a(i) Amended and Restated Economic Development Program Agreement, dated on or about May 25, 2007, between the City and Developer, as successor-in-interest to LPC Trinity Parks LP ("LPC"), a Texas limited paa-tnership, as successor-in-interest to Trinity Bluff Development, Ltd. ("TBD"), on file in the City Secretary's Office as City Secretary Contract No. 35327, (ii) Amendment No. 1 to Amended and Restated Economic Development Program Agreement between the City and Developer, as successor-in-interest to LPC, as successor-in-interest to TBD, on file in the City Secretary's Office as City Secretary Contract No. 35327-A1 and (iii) Amendment No. 2 to Amended and Restated Economic Development Program Agreement between the City and Developer, as successor-in-interest to LPC, as successor-in-interest to TBD, on file in the City Secretary's Office as City Secretary ContractNo. 35327-A2 (items (i), (ii) and (iii) are collectively the "EDPA"). B. Developer wishes to obtain an assignment from Lender of the existing loan encumbering the property subject to the EDPA in connection with Developer's purchase of the subject property from LPC (the "Loan"). As security for the Loan, certain agreements between Developer and Lender governing the Loan, including, but not limited to, that certain (i) Deed of Trust, Security Ag�•eement and Fixture Filing dated July 27, 2011, executed by LPC, as Grantor, for the benefit of Lender, as Beneficiary, and recorded as County Clerk File No. D211179398 in the Real Propei-ty Records of Tanant County, Texas, (ii) Promissory Note dated July 26, 2011, in . ' al amount of $40,220,000.00 executed by LPC, to the order o��i� .�� mption and Modification Agreement for Deed of Ti�ust and Oth ��n �o�� ,�� and between Page 1 Consent to Collateral Assignment of Economic Development Prog�am ( between City of Fort Worth, SWF Trinity Bluffs, LLC, and Metropolitan ��o U6i��g LI W Insurance Company RECEIVE� JUN U 3' �p1� LPC, Developer and Lender pursuant to which Developer is assuming the existing Loan, and (iv) certain other related documents entered into by the parties in connection with the Loan (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"). C. Pursuant to Section 10 of the EDPA, the City is willing to grant consent to this conditional 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 l�ind 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: Metropolitan Life Insurance Company, a New Yorlc corporation 10 Park Avenue Morristown, NJ 07962 Attention: Managing Director Real Estate Investments With a copy to: Metropolitan Life Insurance Company 10 Park Avenue Mor��istown, New Jersey 07960 Attention: Senior Vice-President, Real Estate Investments Page 2 Consent to Collateral Assignment of Economic Development Program (CSC No. 35327, as Amended) between City of Fort Worth, SWF Trinity Bluffs, LLC, and Metropolitan Life Insurance Company With a copy to: Metropolitan Life Insurance Company Two Lincoln Centre 5420 LBJ Freeway, Suite 1310 Dallas, Texas 75240 Attention: Director and OIC 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 perfoz�rn 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 the Development Property and the Required Improvements 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 tal�ing 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 v�nitten 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 poi-tion of the Development Proper-ty or the Required Improvements 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 10 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 Prog1•am Grant(s) shall nevertheless be counted for puiposes 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, this Consent shall control. In the event of any conflict between this Consent and any of the Loan Documents, Page 3 Consent to Collateral Assignment of Economic Development Program (CSC No. 35327, as Amended) beriveen City of Fort Worth, SWF Trinity Bluffs, LLC, and Meh�opolitan Life Insurance Company 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 par-ty hereto to execute this Consent, or any counteipart 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] Page 4 Consent to Collateral Assignment of Economic Development Program (CSC No. 35327, as Amended) between City of Fort Worth, SWF Trinity Bluffs, LLC, and Meh�opolitan Life Insurance Company CITY OF FORT WORTH: APPROVED AS TO FORM AND LEGALITY: By: �-�c.�� C-�� By: �:�, ,� � Fernando Costa Peter Valcy Assistant City Manager Deputy City Attorney Date: S�$� //�' M&C: G26763 04-15-14 � � DEVELOPER: �� b�i �\ � i SWF TRINITY BLUFFS, LLC, a Delaware limited liability company By: Southwest Multifamily Partners, L.P., a Delaware limited partnership, its managing member By: Southwest Multifamily GP, LLC, a Delaware limited liability company, its general partner By:_ Name: Title: Date: LENDER: �. METROPOLITAN LIFE INSiJRANCE COMPANY a New York corporation: y�� -� �_�000000��` By: _ �—_-----� - Name: —�`= �-.__, Title: CQ�FICItAL f�ECOIiD C�IY�' �EC�E�� Date: I�'�'o �,1��J��j `ti"3� Page 5 Consent to Collateral Assignment of Economic Development Program (CSC No. 35327, as Amended) between City of Fort Worth, SWF Trinity Bluffs, LLC, and Metropolitan Life Insurance Company CITI' OF FORT WORTH: B y: ��G � �r� �� Fernando Costa Assistaut City Manager Date: ,�/°.��/ ��' DEVELOPER: SWF TRINITY BLUFFS, LLC, a Delaw�ue limited liability company :• - �� ' -' �_,,,�_ � ; . .r. _ + : � : . : • . - - �� • _ i�,,.�.riw■ -• .. � . .��:1- .f' B�7: s/ \ ( i� Name: :��7��v° ,-'�;��r�v' Title: =i�'�a /)� E%� j Date: , %�1 /1,/"� �/� �e_�/� LENDER: APPROVED AS TO FORM AND LEGALITY: ,'% �, 'r� By: /L{-` _�' �-- �t-' _ � Peter Vaky � Deputy City Attorney M&C, C-26763 04-15-14 METROPOLITAN LI�E INSURANCE COMPANY a New York corporation: By, Name: Title: Date: Page S Consent to Collateral Assignment of Economic Development Prog-azn (CSC No. 35327, as Arnended) between City of Fort Worth, SWF Trinity Bluffs, LLC, and Metropolitan Life Insurance Company CITY OF FORT WORTH: By. / ' �Fit�c�2+�O �,�_--_ Fernando Costa Assistant Ciry Manager Dat�: S�3'�� -� DEVELOPER: SWF TRINITY BLUFFS, LLC, a Delaware limited liability company By; Southwest Multifamily Partners, L.P., a Delaware limited partnerslaip, its managing member By: Southwest Multifamily GP, LLC, a Delaware lunited liability , company, its general partner By:_ Name: Title: Date: LENDER: APPROVED AS TO FORM AND LEGALITY: v ��. .� By: % �- �, . Peter Vaky � Deputy City Attorney M&C: C-26763 04-15-14 METROPOLITAN LIFE INSUIZANCE COMPANY a New York corporation: C',G By: � <=�,�C� . . Name: ��7I��'$��'�� Title: �-�;��' Date: �/ � � Z6/�-/ Page S Consent to Collateral Assignment of Economic Development Program (CSC No. 35327, as Amended) between City of Fort Worth, SWF Trinity Bluffs, LLC, and Metropolitan Life Tnsurance Company M&C Review CITY COUNCIL AGENDA Page 1 of 2 OfFicial site of the City of Fort Worth, Texas �`OR_, T��O�f � COUNCIL ACTION: Approved on 4/15/2014 DATE: 4/15/2014 REFERENCE **C-26763 LOG 17TRINITYBLUFFCONSENTTOASSIGN NO.: NAME: CODE: C TYPE: CONSENT PUBLIC NO HEARING: SUBJECT: Authorize Execution of a Consent to Assignment of Economic Development Program Agreements for Trinity Bluff Development by LPC Trinity Parks LP to SWF Trinity Bluffs, LLC or an Affiliate, City Secretary Contract Nos. 35326 and 35327, as Amended and a Consent to Collateral Assignment by SWF Trinity Bluffs, LLC or an Affiliate to Metropolitan Life Insurance Company (COUNCIL DISTRICT 9) RECOMMENDATION: It is recommended that the City Council: 1. Authorize the City Manager to execute a Consent to Assignment of certain Economic Development Program Agreements City Secretary Contract Nos. 35326 and 35327, as amended by LPC Trinity Parks LP to SWF Trinity Bluffs, LLC or an affiliate; and 2. Authorize the City Manager to execute a Consent to Collateral Assignment of those Economic Development Agreements by SWF Trinity Bluffs, LLC or an affiliate to Metropolitan Life Insurance Company. DISCUSSION: In May 2007, the City entered into Economic Development Program Agreements with Trinity Bluff Development, Ltd., for the development of a three-story residential project and a four-story project with a total investment of $42,400,000.00 (Required Improvements) City Secretary Contract Nos. 35326 and 35327, as amended). In addition to the Required Improvements, in order to receive the full Program Grants available under the Agreements, additional investments equal to 58 percent of the construction costs of the Required Improvements in the vicinity of the Required Improvements must be completed. On May 30, 2007, Trinity Bluff Development, Ltd., assigned all of its rights and obligations under the Agreement to LPC Trinity Parks LP (Developer), which is an affiliate of Lincoln Property Company Southwest, Inc. In March 2014, LPC Trinity Parks LP approached the City about its desire to sell the development to SWF Trinity Bluff, LLC or one of its affiliates (Purchaser). As part of the proposed sale, the Developer needs to assign the Agreement to the Purchaser. Under the Agreement, LPC Trinity Parks LP, is prohibited from assigning the Agreement to another party without the City Council's consent. Staff does not object to this request. The Developer has constructed all the Required Improvements, but has not completed all of the additional investment necessary to obtain the full amounts of the Program Grants under the Agreements. The Purchaser will be required to meet all ongoing obligations of the Developer under the Agreement. The City will continue to receive the public benefits resulting from development of this project. Any future assignment of the Agreement by Purchaser would have to be approved by City Council. In addition, the Purchaser is obtaining financing on this project from Metropolitan Life Insurance http://apps.cfwnet.org/council�acket/mc_review.asp?ID=19706&councildate=4/15/2014 6/9/2014 M&C Review Page 2 of 2 Company (Met Life). In order to secure that loan, the Purchaser and Met Life have requested that the City consent to an assignment by Purchaser to Met Life of all right, title and interest in the Agreements. In the event that Met Life were to foreclose on the loan, Met Life would take over as the Developer under the Agreements. However, the proposed Consent to Collateral Assignment document will prohibit Met Life from assigning the Agreements to a new buyer without the City Council's approval. The Trinity Bluff development is located in COUNCIL DISTRICT 9, Mapsco 63S. FISCAL INFORMATION/CERTIFICATION: The Financial Management Services Director certifies that this action will have no material effect on City funds. TO Fund/AccountlCenters FROM Fund/Account/Centers Submitted for City Manaqer's Office by: Oriqinatinq Department Head: Additional Information Contact: ATTACHMENTS TrinityBluff.pdf Fernando Costa (6122) Jay Chapa (5804) Cynthia Garcia (8187) Avis F. Chaisson (6342) http://apps.cfwnet.org/council�acicet/mc_review.asp?ID=19706&councildate=4/15/2014 6/9/2014 C1TY �ECR�'i'�1�. CUNTR�►CT �IOo .�� '��) ' � �- �.�..Q. AMENDMENT NO. 2 TO AMENDED AND RESTATED ECONOMIC DEVELOPMENT PROGRAM AGREEMENT (CITY SECRETARY CONTRACT NO. 35327) This AMENDMENT NO. 2 TO AMENDED AND RESTATED ECONOMIC DEVELOPMENT PROGRAM AGREEMENT (CITY SECRETARY CONTRACT NO. 35326) (��Amendment") is made and entered into by and between the CITY OF FORT WORTH (`�City"), a home rule municipal corporation organized under the laws of the State of Texas, and LPC TRINITY PARKS LP (��Developer"), a Texas limited partnership whose sole general partner is LPC Trinity Bluff Phase II-III LP, a Texas limited partnership, whose sole general partner is Lincoln No. 2049, Inc., a Texas corporation. The City and Developer hereby agree that the following statements are true and correct and constitute the basis upon which the City and Developer have entered into this Amendment: A. The City and Trinity Bluff Development, Ltd. (`�Trinity Bluff') previously entered into an Economic Development Program Agreement for construction on one of two (2) separate parcels of real property on the north side of the City's downtown (the ��Development Property") of a 4-story apartment development containing at least two hundred ninety-nine (299) units (the "Required Improvements"). This Economic Development Program Agreement, a public document on file in the City Secretary's Office as City Secretary Contract No. 35327, as amended by City Secretary Contract No. 35327-A1 (collectively, the "Agreement"). The Agreement is a companion to another Economic Development Program Agreement between the City and Trinity Bluff for construction on the other parcel of the Development Property of a 3-story apartment development containing at least sixty-five (65) units (the "Three-Story Development 380 Agreement"), a public document on file in the City Secretary's Office as City Secretary Contract No. 35326, as amended by City Secretary Contract No. 35326-A 1. B. Developer subsequently purchased the Development Property from Trinity Bluff. In accordance with the Agreement and pursuant to that certain Assignment and Assumption of Amended and Restated Economic Development Program Agreement between Trinity Bluff and Developer, dated on or about May 30, 2007, Trinity Bluff assigned all of its right, title, and interest in the Agreement to Developer. C. The Agreement provides for the City to pay Developer certain economic development program grants based on Developer's attainment of certain commitments outlined in Section 4 of the Agreement. One of those commitments, the Employment Commitment, requires that the greater of one (1) Full-time Job or twenty-five percent (25%) of all Full-time Jobs associated with the Required Improvements, be held by Central City Residents. Another of those commitments, the Supply and Service Spending Commitment, requires Developer to spend in the Second Operating Year and in each year thereafter the greater of (i) $30,000 in annual Page 1 of 4 Amendment No. 2 to CSC No. 35327 Amended and Restated Economic Development Program Agreement with LPC Trinity Parks LP � � -- � � - � - - "� I ��' OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX 6. All terms in this Amendment that are capitalized but not defined shall have the meanings assigned to them in the Agreement. 7. All terms and conditions of the Agreement that are not expressly amended pursuant to this Amendment shall remain in full force and effect. EXECUTED in multipl CITY OF FORT WO A,-r,� `o.' M g� �� OOQOOUQ��4 (� O O� � O Q� �Q � �a o° J f��?�- vQ� qoo � ��te�by� �ti0000p , . �` , !�)/�� `��..r i C/- � ��1 � f��-_�, ��A.t1.�;��'� �' �' , � � �tY s �Y ui7>f�`�. By: �i�—• Fernando Costa Assistant City Manager Date: •//f/,Z APPROVED AS TO FORM AND LEGALITY: —? -'� � � '1 By: �� ;i c Peter Vaky Deputy City Attorney M&c: C -255/ �- 3-2 7 _iZ, date indicated below: TRINITY PARKS LP: LPC Trinity Phase II-III LP, a Texas limited liability company and its sole general partner: By: Lincoln No. 2049, Inc., a Texas corporation and its sole general partner: � , B C ,�.� �, N me: Title: Date: � « � � OFFICIAL RECORD CITY SE�RETARY I�T. YVORTQ�#y 3`X Page 4 of 4 '- _ �- - Amendment No. 2 to CSC No. 35327 Amended and Restated Economic Development Program Agreement with LPC Trinity Parks LP . �i:�� ;�:�;��Y�� ,_.;tUj'J j�i�;A� a� i��(�, �-��_.__ AMENDED AND RESTATED ECONOMIC DEVELOPMENT PROGRAM AGREEMENT This AMENDED AND RESTATED 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., ("Developer"), a Texas limited partnership whose sole general partner is Trinity Bluff Development Management, LLC, 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 owns approximately 4.916 acres of land on the north side the City's downtown (the "Development Property"). The Development Property is specifically described in Exhibit "A-1", attached hereto and hereby made a part of this Agreement for all purposes. Developer intends to cause construction of a four (4)-story apartment complex with at least two hundred ninety-nine (299) residential rental apartment units on the Development Property and certain other improvements constructed to serve such complex (the "Required Improvements"), as more specifically outlined in Exhibit "B", attached hereto and hereby made a part of this Agreement for all purposes. Developer also intends to cause construction of a separate three (3)-story apartment complex in four (4) buildings on two parcels of property in the vicinity of the Development Property and certain other improvements constructed to serve such buildings (the "Three-Story Development"), but these improvements are addressed in a separate Amended and Restated Economic Development Program Agreement (the "Three-Story Development 380 Agreement") executed by and between the City and Developer contemporaneously with this Agreement and do not constitute the Required Improvements for purposes of this Agreement. Developer has represented to the City that the Required Improvements will not be feasible financially without public assistance. B. The 2007 Comprehensive Plan, adopted by the City Council on February 20, 2007 pursuant to Ordinance No. 17413-02-2007, 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. Page 1 Economic Development Program Agreement between City of Fort Worth and Trinity Bluff Development, Ltd. (4-Story Development) y ,. ,- I r � �� 1 y .. �, 1 :`1 � �->f ��'%� ! .. � J i' . �V + ' �;1 '�r��1 (�i.�t i..��5'�i C � �'�� v�.��:f; .'�:��'�:L� ' ��I �; ,�. i i.� ��`y�9 �� C� :'''J�j:l il'j I ;ia ; 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 Required Improvements 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 3 80 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 "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, 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. F. The City has determined that the feasibility of the Required Improvements 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. G. On or about October 19, 2006 the City and Developer entered into that certain Economic Development Program Agreement on file in the City Secretary's Office as City Secretary Contract No. 34174 (the "First 380 Agreement"), pursuant to which the City agreed to pay Developer certain Program Grants following construction of the Required Improvements. Developer has expanded its plans and specifications for the Required Improvements, which revisions are reflected in E�ibit "B" hereto. In addition, because the design and construction costs of the Required Improvements have changed, the financial information provided by Developer with regard to the Required Improvements for purposes of this Agreement is different than the financial information provided for purposes of the First 380 Agreement. As a result, in order to address such b , ;; �,, .., .,; � ;:, �� l,;,; i Page 2 ., ; � � �,� 1., .; � ,.�: � c�a •,, Economic Development Program Agreement 4 ii � �; � � �� ,�i j between City of Fort Worth and Trinity Bluff Development, Ltd. (4-Story Development) �� Y�"�"`� � I'`��'' changes, the City and Developer wish to enter into this Agreement, which will replace and supersede the First 380 Agreement. 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 L INCORPORATION OF RECITALS. The City Council hereby finds, and the City and Developer hereby agree, that the recitals set forth above are true and correct and fortn 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: Actual Gross Collected Income means the total gross rental income, plus any gross parking and miscellaneous income, related to the Required Improvements and received in a given year by any entity. Additional Investment means the expenditure of Construction Costs for new improvements constructed within the Impacted Area, excluding the Required Improvements and, at Developer's option (and subject to Section 5.2.3.5 of the Three- Story Development 380 Agreement), the Three-Story Development, in an amount equal to at least fifty-eight percent (58%) of the Construction Costs expended for the Required Improvements, as confirmed by the City in the Certificate of Completion issued pursuant to Section 5.1.1 of this Agreement, which Additional Investment shall be confirmed by the City from either construction reports related to such new improvements that are submitted to the City in accordance with Section 4.7.2.2 of this Agreement or, to the extent the City does not receive any reports for some or all of such improvements, from the taxable appraised values of those improvements, as more specifically outlined in Section 5.1.2 of this Agreement. Additional Investment Certificate has the meaning ascribed to it in Section 5.1.2. Affordable Housin� Commitment has the meaning ascribed to it in Section 4.6. � ,, _ � i � � � �'� �- � � � .�� , ,� �� JiJ r�; Pa e3 ��,,, .,,r.,. ,7 , g '��i ;�,��),'�,��' { Economic Development Program Agreement L . � � between City of Fort Worth and Trinity Bluff Development, Ltd. (4-Story Development) �'� r' 7., ti':� tiq � �I�a ., c%J�i�!';>�� ;_�..a "'�^�.. , _. ..,. �...,,.i Appraisal District means the appraisal district under contract with the City to undertake appraisals for purposes of calculating the City ad valorem property taxes which, as of the Effective Date, is Tarrant Appraisal District. Base Grant Amount has the meaning ascribed to it in Section 5.2.1. Central Citv 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 "C", attached hereto and hereby made a part of this Agreement for all purposes. Central City Resident means an individual whose principal place of residence is at a location within the Central City. Certificate of Completion has the meaning ascribed to it in Section 5.1.1. Completion Date means the date as of which a final certificate of occupancy has been issued by the City for all of the Required Improvements and a final certificate of occupancy has been issued for the entire Three-Story Development (whether or not the Completion Date for the Three-Story Development occurred before or after the Completion Deadline specified for the Three-Story Development in the Three-Story Development 380 Agreement and whether or not the Three-Story Development 380 Agreement is in effect at the time or has been terminated). Comnletion Deadline means December 31, 2011. Construction Costs means Hard Construction Costs; engineering fees; architectural fees; and other professional (including legal and the costs associated with the financing of the Required Improvements), development and permitting fees. Development Property has the meaning ascribed to it in Recital A. Develonment Propertv Tax Revenues means the amount of real property taxes paid by Developer to the City based on the entire taxable appraised value of the Development Property and any improvements thereon, including the Required Improvements, year minus the taxable appraised value of the Development Property and any improvements thereon for the 2006 tax year. The taxable appraised value of the Development Property in any given year will be established solely by the Appraisal District. Effective Date has the meaning ascribed to it in Section 3. Emnlovment Commitment has the meaning ascribed to it in Section 4.4. Page 4 Economic Development Program Agreement between City of Fort Worth and Trinity Bluff Development, Ltd. (4-Story Development) ;rr'��:.�i:,.� �..��:� .,,... � ��ci � u ,b� ;' .`' �V' j�; �C ;' ', i ii v.�.� -1: C �r`1,_; . y-� : �.y, . ,.,�,,��LG ��' ;( Ili '�•� ��:;�'t: UI Jl' U 1� �'� . .__ �..�_.a.� First 380 Agreement has the meaning ascribed to it in Recital G. Fort Worth Certi�ed M/WBE 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 that has a principal business office located within the corporate limits of the City that performs a commercially useful function and that provides the services for which Developer is seeking credit under this Agreement. Fort Worth Comnany means a business that has a principal office located within the corporate limits of the City that performs a commercially useful function and that provides the services for which Developer is seeking credit under this Agreement. Fort Worth Construction Commitment has the meaning ascribed to it in Section 4.2. 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 employment by Developer in accordance with Developer's then-current corporate-wide personnel policies and regulations. Hard Construction Costs means the actual site development and construction costs, contractor fees and the costs of supplies and materials. Impacted Area means that property that the City and Developer have agreed will likely be impacted by the Required Improvements, as more specifically depicted in Exhibit "A-2", attached hereto and hereby made a part of this Agreement for all purposes. Income Differential means the difference between the Weighted Income in a given year and the Income Threshold for that year. Income Threshold for a given year means an amount specified for that year in Exhibit "D", attached hereto and hereby made a part of this Agreement for all purposes. M/WBE Construction Commitment has the meaning ascribed to it in Section 4.3. Program Grants means the annual economic development grants paid by the City to Developer in accordance with this Agreement and as part of the 380 Program. Program Initiation Year means the first full calendar year following both (i) the year in which the Completion Date occurs and (ii) the quarter for which the City certifies Page 5 Economic Development Program Agreement between City of Fort Worth and Trinity Bluff Development, Ltd. (4-Story Development) ; , � .: � ,. _ �, : _ ; , �.- 1� ;r� � �� n � 3 ��;� � U �� ;�'.?,:,-',':,:2II''.;:1.:,� � � �'4I j� ��'S't� 5 ��'7 � � J Llo r�'1�� : � J I�� I ILC�`�' .� $_ ..��..�� in an Additional Investment Certificate issued in accordance with Section 5.1.2 that at least one-half (1/2) of the Additional Investment has been made in the Impacted Area. Pro�ram Year means a calendar year in which the City is obligated pursuant to this Agreement to pay Developer a Program Grant, beginning with the Program Initiation Year. Records has the meaning ascribed to it in Section 4.7. Required Improvements has the meaning ascribed to it in Recital A. Second Operating Year means the second full year following the year in which the Completion Date occurs. Supplv and Service Spendin� Commitment has the meaning ascribed to it in Section 4.5. Suuplv and Service Expenditures mean those local discretionary costs expended by Developer directly for the operation and maintenance of the Required Improvements. Term has the meaning ascribed to it in Section 3 Three-Storv Development has the meaning ascribed to it in Recital A. Three-Storv Development 380 Agreement has the meaning ascribed to it in Recital A. Weighted Income means the Actual Gross Collected Income received in a given year plus 100% of the Development Property Tax Revenues received by the City in that same year (i.e. the maximum Program Grant that could be payable in the following year pursuant to this Agreement). 3. TERM. This Agreement shall be effective as of the date of execution by both parties (the "Effective Date") and, regardless of the number and amount of Program Grants that may have been paid hereunder, shall expire on December 31 of the twentieth (20th) year following the year in which Completion Date occurred (the "Term"). Page 6 Economic Development Program Agreement between City of Fort Worth and Trinity Bluff Development, Ltd. (4-Story Development) y-- �----a---�_...w_. ; ^ �� -., , � �, r �,,, -, �, ��j J�,ip� �; a. ,i,. 7�'�='!� '�:��:�:'� �'�.,°j�l �� ;i!Cr,l'l12�•�;�°\% � ta� �. ��. U f�;��'�; ' � r .-�� q� il. � ,��•� � �'1:�Ji�� G�:� 4. DEVELOPER OBLIGATIONS AND GOALS. 4.1. Real Pronertv Improvements. In accordance with the terms and conditions of this Agreement, Developer shall expend or cause to be expended by the Completion Date (i) at least $32,400,000.00 in Construction Costs for the Required Improvements and (ii) at least $10 million in Construction Costs for the Three-Story Development. The Completion Date must occur on or before the Completion Deadline. The City recognizes that Developer 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 $32,400,000.00 in Construction Costs or bids and proposals for the Three-Story Development are below $10 million in Construction Costs, the City will meet with Developer to negotiate in good faith an amendment to this Agreement so that Developer is not in default for its failure to expend at least $32,400,000.00 in Construction Costs on the Required Improvements or for its failure to expend at least $10 million in Construction Costs on the Three-Story Development, with the understanding that the City's staff will recommend, but cannot guarantee, approval of such amendment by the City Council. 4.2. Construction Suending Commitment for Fort Worth Companies. By the Completion Date, Developer shall have expended or caused to be expended with Fort Worth Companies the greater of (i) $6,140,227.00 in Hard Construction Costs for the Required Improvements or (ii) twenty-five percent (25%) of all Hard Construction Costs for the Required Improvements, regardless of the total amount of such Hard Construction Costs (the "Fort Worth Construction Commitment"). Any expenditure of Hard Construction Costs with Fort Worth Companies for the Three-Story Development shall not count toward the Fort Worth Construction Commitment under this Agreement. 4.3. Construction Spendin� Commitment for Fort Worth Certi�ed M/WBE Companies. By the Completion Date, Developer shall have expended or caused to be expended with Fort Worth Certified M/WBE Companies the greater of (i) $4,912,181.00 in Hard Construction Costs for the Required Improvements or (ii) twenty percent (20%) of all Hard Construction Costs for the Required Improvements, regardless of the total amount of such Hard Construction Costs (the "M/WBE Construction Commitment"). Dollars spent with Fort Worth Certified M/WBE Companies shall also count� as dollars spent with Fort Worth Companies for purposes of the Fort Worth Construction Commitment outlined in Section 4.2. Any expenditure of Hard Construction Costs with Fort Worth Page7 � .� ��.��t :�UL� J�:.J ,-.•.,,, . � Economic Development Program Agreement 4�'� �',,1 ��;;,`, }.'L �;;,�jrJ,, between City of Fort Worth and Trinity Bluff Development, Ltd. (4-Story Development) �'p �' �R . ` �II'lf �"�'.9 1 .� ra, ..,,I.u�!� ��,r+, __._._—�s.»..;:�.a. Certified M/WBE Companies for the Three-Story Development shall not count toward the M/WBE Construction Commitment under this Agreement. 4.4. Emplovment Commitment for Central Citv Residents. Throughout the Second Operating Year and each year thereafter, 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 (the "Employment Commitment"). Full-time Jobs provided on the Development Property for the Three-Story Development, as defined in the Three-Story Development 380 Agreement, shall not count toward the Employment Commitment under this Agreement. 4.5. Supplv and Service Snending Commitment for Fort Worth Certified M/WBE Companies. Throughout the Second Operating Year and each year thereafter, Developer 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 (the "Supply and Service Spending Commitment"). Any local discretionary costs expended by Developer directly for the operation and maintenance of the Three-Story Development shall not count toward the Supply and Service Spending Commitment under this Agreement. 4.6. Affordable Housin� Set-Aside. Developer will set aside at least five percent (5%) of the residential apartments within the Required Improvements (or, if Developer chooses, within both the Required Improvements and the Three-Story Development or the Three- Story Development exclusively) for lease exclusively to qualifying households earning no more than 80% of the area median income at rental rates that are affordable to such qualifying households, as determined by the U.S. Department of Housing and Urban Development (the "Affordable Housing Commitment"). Developer will cooperate with the City's Housing Department in publicizing the availability of the residential apartments that have been set aside for purposes of the Affordable Housing Commitment. 4.7. Reports and Filin�s. 4.7.1. Plan for Use of Fort Worth Certified M1WSE Companies. Within thirty (30) calendar days following execution of this Agreement or prior to the submission of an application by or on behalf of Developer for a permit to initiate construction of any of the Required Page 8 Economic Development Program Agreement between City of Fort Worth and Trinity Bluff Development, Ltd. (4-Story Development) � , ,, �rli��' � 1{'s<<> � tit� ��j ;�r;-,,;?,�;�57�;� i�1r',� � ��J �:�sl'�;;�> ��,;,�f:�, ir ��+ (! �s�'i ; SI'��' �f �C'i�i 6 / U: .. ....U�it� ��u�la '� ....._.,�. �..,�� Improvements, whichever is earlier, Developer will file a plan with the City as to how Developer intends to meet the M/WBE Construction Commitment and Supply and Service Spending Commitment. Developer 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. 4.7.2. Construction Spendin� Reports Pertaining to Required Imnrovements. 4.7.2.1. Monthly Reports. From the Effective Date until the Completion Date, in order to enable the City to assist Developer in meeting the M/WBE Construction Commitment, Developer 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 Developer with Fort Worth Certified M/WBE Companies for construction of the Required Improvements. Developer 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. 4.7.2.2. Final Report. Within thirty (30) calendar days following the Completion Date, in order for the City to assess whether Developer satisfied the requirements of Section 4.1 and the extent to which Developer met the Fort Worth Construction Commitment and the M/WBE Construction Commitment, Developer will provide the City with a report in a form reasonably acceptable to the City that specifically outlines the total Construction Costs and Hard Construction Costs expended by and on behalf of Developer for construction of the Required Improvements, together with supporting invoices and other documents necessary to demonstrate that such amounts were actually paid by Developer, including, without limitation, final lien waivers signed by Developer's general contractor. This report shall also include actual total Construction Costs and Hard Construction Costs expended by Developer for construction of the Required Improvements with Fort Worth Companies and Fort Worth Certified M/WBE Companies, together with supporting invoices and other documents Page 9 Economic Development Program Agreement between City of Fort Worth and Trinity Bluff Development, Ltd. (4-Story Development) '_ �:J��!.� �a�:�.. �.;.� � � "S l / . � � � _:4�6 V�L�.:L;��:t��.;I � � ., �'�f'1�,L. U 'J� `�Ij ,?( ! ..�`��a k. `J�. �' � . ,a t...... .r�....�—e�. ! necessary to demonstrate that such amounts were actually paid by Developer to such contractors. 4.7.3. Quarterlv Construction Spending Reports Pertaining to Additional Investment. From the Effective Date until the date as of which the City confirms in an Additional Investment Certificate issued in accordance with Section 5.1.2 that the full Additional Investment has been made in the Impacted Area, within thirty (30) calendar days following the end of each calendar quarter, Developer will provide the City with a report in a form reasonably acceptable to the City that specifically outlines the total Construction Costs expended on improvements constructed within the Impacted Area during the previous quarter, together with supporting invoices and other documents necessary to demonstrate that such amounts were actually paid, including, without limitation, final lien waivers signed by the general contractor constructing such improvements. 4.7.4. Annual Emplovment Report. On or before February 1 following the Second Operating Year and each year thereafter, in order for the City to assess the degree to which Developer met the Employment Commitment in the previous calendar year, Developer 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 Developer and reasonably acceptable to the City) of the previous year, together with reasonable documentation regarding the residency of all such employees. 4.7.5. Quarterlv Supplv and Service Snendin� Report. Beginning with the Second Operating Year and each year thereafter, within thirty (30) calendar days following the end of each calendar quarter, Developer will provide the City with a report in a form reasonably acceptable to the City that sets forth the then-aggregate Supply and Service Expenditures made during such calendar as well as the then- aggregate Supply and Service Expenditures made during such calendar year with Fort Worth Certified M1WBE Companies. The City will use each year's fourth quarter report to assess the degree to which Developer met the Supply and Service Spending Commitment for that year. Page 10 Economic Development Program Agreement between City of Fort Worth and Trinity Bluff Development, Ltd. (4-Story Development) "�frivl�=.� t.:'S:;v;.._ �.Q ' 9�(,��,,ir5i,'� I�j�4,7 'C% J � L1 „` _. � � . : L J�i-i'1•� I� S�i i j.,tY��U �;l 1 Lo .��v :F: Jc� �.'.�'.o 5. 4.8. Audits. The City will have the right throughout the Term to audit the financial and business records of Developer that relate to the Required Improvements and any other documents necessary to evaluate Developer's compliance with this Agreement or with the commitments set forth in this Agreement, including, but not limited to construction documents and invoices, apartment lease agreements, apartment rental rolls and deposit records of Developer or any entity affiliated with Developer pertaining to the Required Improvements (including general ledger and bank statements) (collectively "Records"). Developer shall make all Records available to the City on the Development Properiy 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. CITY OBLIGATIONS. 5.1. Issuance of Certi�cates of Comnletion. 5.1.1. Pertaining to Required Improvements. Within sixty (60) calendar days following receipt by the City of the final construction spending report pertaining to the Required Improvements, as required by Section 4.7.2.2, and assessment by the City of the information contained therein, if the City is able to verify that (i) Developer expended or caused to be expended at least $32,400,00.00 in Construction Costs for the Required Improvements by the Completion Date and that the Completion Date occurred on or before the Completion Deadline, the City will issue Company a certificate stating the amount of Construction Costs and Hard Construction Costs expended, including amounts expended specifically with Fort Worth Companies and Fort Worth Certified M/WBE Companies, as well as the Base Grant Amount that Developer has earned pursuant to Section 5.2.1 (excluding any reductions to the Base Grant Amount imposed by Section 5.2.2) (the "Certificate of Completion"). 5.1.2. Pertaining to Additional Investment. Within sixty (60) calendar days following receipt by the City of each quarterly construction report pertaining to the Additional Investment, as required by Section 4.7.3, and assessment by the City of the information contained therein, the City will issue a certificate stating the amount of Additional Investment that has been made in the Impacted Area during the quarter covered by such report as well as the then-aggregate amount of Additional Investment that has been made in the Impacted Area Page 11 Economic Development Program Agreement between City of Fort Worth and Trinity Bluff Development, Ltd. (4-Story Development) �.J1 �J'c'�.:5 `.��'c'��J,.'j � ! �:1��1�/ f�I.C�� -rJiir��l"1`f..1�7 ? . -_ � 1 '» -;'.l'�c tf r `� ��Y 'J �T�� .u��i �..-.._.�.. --�-._._ _..._..._i since the Effective Date (each an"Additional Investment Certificate"). If improvements have been made in the Impacted Area that are not covered by the construction reports submitted pursuant to Section 4.7.3, Developer shall provide the City with the Appraisal District's certified taxable appraised value of such improvements. If the City confirms that such improvements were not covered by the construction reports submitted pursuant to Section 4.7.3, the City shall include the Appraisal District's certified taxable appraised value of such improvements in the City's next Additional Investment Certificate issued in accordance with this Section 5.1.2 for purposes of tallying the then-aggregate amount of Additional Investment that has been made in the Impacted Area since the Effective Date. 5.2. Program Grants. Developer will not be eligible to receive Program Grants under this Agreement until the Program Initiation Year. Thereafter, subject the terms and conditions of this Agreement, Developer will be entitled to receive from the City an annual Program Grant. The maximum amount of each annual Program Grant shall equal one hundred percent (100%) of the Development Property Tax Revenues received by the City in the previous calendar year. As more specifically set forth in Section 5.2.1, the percentage of Development Property T� Revenues that serves as the basis for calculating each annual Program Grant shall be reduced for the entire Term to the extent that Developer fails to meet the Fort Worth Construction Commitment or the M/WBE Construction Commitment. In addition, as more specifically set forth in Section 5.2.2, that percentage may be reduced on an annual basis if the full Additional Investment to the Impacted Area is not achieved or a portion of the Required Improvements are converted from rental apartment units to condominiums. Finally, as more specifically set forth in Section 5.2.3, each annual Program Grant may be further reduced by a specific dollar amount or forfeited, as the case may be, if Developer fails to meet the Employment Commitment, the Supply and Service Spending Commitment or the Affordable Housing Commitment in the previous year or if Developer's Weighted Income in the previous year exceeds the Income Threshold agreed to by the parties for that year. 5.2.1. Base Grant Amount. Subject to the terms and conditions of this Agreement, including reductions imposed pursuant to the provisions of Sections 5.2.2 and 5.2.3, each annual Program Grant shall equal the Base Grant Amount. Subject to any reductions imposed pursuant to Sections 5.2.2, the "Base Grant Amount" of a given Program Grant shall equal the sum of the Overall Construction Percentage, plus the Fort Worth Construction Percentage, plus the M/WBE Construction Percentage, as defined in Sections 5.2.1.1, 5.2.1.2 and 5.2.1.3 respectively, multiplied by the Development Property Page 12 Economic Development Program Agreement between City of Fort Worth and Trinity Bluff Development, Ltd. (4-Story Development) � V,ffJ�:. ��:: ,:�:� � �h,�:: ' �'Y��,% ,a^ �"�,'�til�! -;;��, � �J 6 �' �\> S'•. f� (��-<�!; '! y i� 1 i','i,c';l! 57�.,,/� � J �� ..,��:%�'i��:�l� �s�'�'w 1 Tax Revenues received by the City in the previous calendar year, as follows: 5.2.1.1. Completion of Required Improvements (60%). Each annual Program Grant shall include an amount that is based on Developer's completion of the Required Improvements by the Completion Deadline. If Developer expends at least $32,400,000.00 in Construction Costs for the Required Improvements by the Completion Date, as confirmed by the City in the Certificate of Completion, and the Completion Date occurs on or before the Completion Deadline, Developer will automatically receive sixty percent (60%) toward the Base Program Grant Percentage (the "Overall Construction Percentage"). In no event will the Overall Construction Percentage exceed sixty percent (60%). Notwithstanding anything to the contrary herein, if Developer fails to expend at least $32,400,000.00 in Construction Costs for the Required Improvements by the Completion Date or the Completion Date does not occur by the Completion Deadline, an Event of Default, as more specifically set forth in Section 6.1, will occur and the City shall have the right to terminate this Agreement without the obligation to pay Developer any Program Grants. 5.2.1.2. Fort Worth Construction Cost Spendin� (20%). Each annual Program Grant shall 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"). The Fort Worth Construction Percentage will equal the product of twenty percent (20%) multiplied by the percentage by which the Fort Worth Construction Corrunitment was met, which will be calculated by dividing the actual Hard Construction Costs expended by the Completion Date with Fort Worth Companies for the Required Improvements by the number of dollars comprising the Fort Worth Construction Commitment, as determined in accordance with Section 4.2. For example, if the Fort Worth Construction Commitment is $6,177,851.00 and only $5,000,000.00 in Hard Construction Costs were expended by the Completion Date with Fort Worth Companies, the Fort Worth Construction Percentage would be 16.18%, which is .20 x[$Smillion/$6,177,851], or .20 x .809, or ,1618. If the Fort Worth Construction Commitment is met or exceeded, the Fort Worth Construction Percentage will be twenty percent (20%). In no event will the Fort Worth Construction Percentage exceed twenty percent (20%). Page 13 Economic Development Program Agreement between City of Fort Worth and Trinity Bluff Development, Ltd. (4-Story Development) .i�'� �� i�:.'�:�: � ..� .. .� ...� - � ,r ;`,� � -,,;� ,,, . h, ?.;1 : ��;: � c� , � ; •I :; !� � � s �;�� L �L'�:1. , .4ia ..��✓�.�`.L'l�� l ��s;a 5.2.1.3. M/WBE Construction Cost Spendin� (20%). Each annual Program Grant shall 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"). The M/WBE Construction Percentage will equal the product of twenty percent (20%) multiplied by the percentage by which the M/WBE Construction Commitment was met, which will be calculated by dividing the actual Hard Construction Costs e�pended by the Completion Date with Fort Worth Certified M/WBE Companies for the Required Improvements by the number of dollars comprising the M/WBE Construction Commitment, as determined in accordance with Section 4.3. For example, if the Fort Worth Construction Commitment is $4,942,281.00 and only $3,500,000.00 in Hard Construction Costs were expended by the Completion Date with Fort Worth Certified M/WBE Companies, the M/WBE Construction Percentage would be 14.16%, which is .20 x[$3 million/$3.65 million], or .20 x.708, or .1416. If the M/WBE Construction Commitment is met or exceeded, the M/WBE Construction Percentage will be twenty percent (20%). In no event will the M/WBE Construction Percentage exceed twenty percent (20%). 5.2.2. Base Grant Amount Reduction for Insufficient Additional Investment. Notwithstanding anything to the contrary herein, at all times from the Program Initiation year until the calendar year of the quarter for which the City issues an Additional Investment Certificate pursuant to Section 5.1.2 that confirms that one hundred percent (100%) of the Additional Investment has been made in the Impacted Area, the Base Grant Amount applicable to the Program Grant payable in the following Program Year shall be reduced by fifty percent (50%). Developer also understands and agrees that, as addressed in Section 5.2.3.5 of the Three-Story Development 3 80 Agreement, if any Construction Costs for the Three- Story Development are counted as Additional Investment in any given calendar year under this Agreement, then Developer shall forfeit payment of the Program Grant payable pursuant to the Three-Story Development 380 Agreement for the following Program Year. 5.2.3. Annual Program Grant Reductions or Forfeitures. Notwithstanding anything to the contrary herein, each annual Program Grant may be reduced or forfeited as follows: Page 14 Economic Development Program Agreement between City of Fort Worth and Trinity Bluff Development, Ltd. (4-Story Development) � � � � � 1��i� � �� s`, '�.; �.,. � ,�c�;. �,?.:,.,,,?; 3�%i , 'i �'i'' •�'� ., i`:L; �,'�:U� d �� r,�i;�?, Ilj ";5�7 � !V, ....,.:�Jl� obL'..� 5.2.3.1. Failure to Meet Emnlovment Commitment. If the Employment Commitment, as outlined in Section 4.4, is not met in a given year, the Program Grant payable in the following Program Year, excluding the amount of any other reductions made pursuant to this Section 5.2.3, shall be reduced by $20,000 for each Full-time Job by which the Employment Commitment was not met. 5.2.3.2. Failure to Meet Supplv and Service and Service Snendin� Commitment. If the Supply and Service Spending Commitment, as outlined in Section 4.5, is not met in a given year, the Program Grant payable in the following Program Year, excluding the amount of any other reductions made pursuant to this Section 5.2.3, shall be reduced by the number of dollars in which the Supply and Service Spending Commitment was not met, multiplied by two. 5.2.3.3. Reduction for Excess Weighted Income. Beginning with the third (3rd) year following the year in which the Completion Date occurs and subject to Section 6.2 of this Agreement, if the Weighted Income attributable to a given year exceeds the Income Threshold for that year, as set forth in Exhibit "D", the Program Grant payable in the following Program Year, excluding the amount of any other reductions made pursuant to this Section 5.2.3, shall be reduced by an amount equal to the Income Differential. For example, the Income Threshold for the third (3rd) year following the year in which the Completion Date occurs is $4,902,737.00, as indicated on E�ibit "D". If the Weighted Income attributable to that year is $5,000,000.00, then the Program Grant payable in the following year would be reduced by the resulting Income Differential of $97,263.00. Notwithstanding anything to the contrary herein, if the Weighted Income attributable to the eleventh (llth) full year following the year in which the Completion Date occurs or any year thereafter exceeds the Income Threshold for that year, as set forth in Exhibit "D", by more than 15%, then the City will have the right to terminate this Agreement in accordance with Section 6.2 and the City will have no obligation to pay a Program Grant in the following Program Year or any subsequent year. Page 15 Economic Development Program Agreement between CiTy of Fort Worth and Trinity Bluff Development, Ltd. (4-Story Development) � � r�i:�,;j;,t l t:L��'�a�- � ''i ' :c ' �.r�i'� ,,,t-� !' 7 �> �� G� C:� �� L; .+:'�_' li 8� Ij;. � � � :' `�: ..'�1i1iJ�1 ''?�t' � 'ii: `i�i, i 5 � 4cL:e f � .�_,.�„_., . , 5.2.3.4. Failure to Complv with Affordable Housing Commitment. If the City determines that Developer has not complied or is not in compliance with the Affordable Housing Commitment, the City will notify Developer in writing. If Developer disagrees with the City's determination, Developer shall have fourteen (14) calendar days to provide the City with documentation to rebut such determination. If Developer 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. In this event, notwithstanding anything to the contrary herein, (i) if the Affordable Housing Commitment was not met for an entire calendar year, Developer shall forfeit payment of the Program Grant payable for the following Program Year, and (ii) if the Affordable Housing Commitment was not met for a portion of a calendar year, then the Program Grant payable in the following Program Year shall be reduced by a fraction, to be expressed as a percentage, where the numerator is the number of days in that calendar year in which the Affordable Housing Commitment was met and the denominator is 365. 5.2.4. No Offsets. A deficiency in attainment of one commitment may not be offset by the exceeding attainment in another commitment. In other words, if in a given year Developer failed to meet the Employment Commitment by one Full-time Job, thereby triggering a$20,000 reduction to the Program Grant payable in the following year, but exceeded the Supply and Service Spending Commitment by $20,000, the Program Grant payable in the following year would still be reduced by $20,000 on account of Developer's failure to meet the Employment Commitment. 5.2.5. Deadline for Payments and Source of Funds. Each annual Program Grant payment will be made by the City to Developer 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. Developer understands and agrees that any revenues of the City other than those dedicated for payment of a given annual Program Grant in accordance with this Agreement may be used by the City for any lawful purpose that the City deems necessary in the carrying out of its business as a home rule municipality and will not Page 16 Economic Development Program Agreement between City of Fort Worth and Trinity Bluff Development, Ltd. (4-Story Development) � '�:J l� . � •o .. . .. . �i � ��;J �� ::, v' � �,v'+ �'�� ' �C I/��'� r� , c��,f `` (.�,`,'�y�i . tVJ�L �;iCli:':�SU:'' 1. ! 8. . ;,'ti :� : IG 3 �I�'�;;ti� � �-----�--�._�� serve as the basis for calculating the amount of any future Program Grant or other obligation to Developer. 6. DEFAULT, TERMINATION, SUSPENSION OF OBLIGATIONS AND FAILURE SY DEVELOPER TO MEET VARIOUS GOALS AND COMMITMENTS. 6.1. Failure to Comnlete Required Imnrovements. 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 Developer. If (i) Developer has not submitted the final construction spending report for the Required Improvements in accordance with Section 4.7.2.2 within thirty (30) calendar days following the Completion Deadline or (ii) the City determines that Developer did not expend at least $32,400,000.00 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 Date, an event of default shall occur. In this event, the City shall notify Developer in writing and Developer shall have thirty (30) calendar days to, respectively, (i) submit the final construction spending report for the Required Improvements required by Section 4.7.2.2 or (ii) demonstrate to the reasonable satisfaction of the City that the Construction Costs for the Required Improvements were $32,400,000.00 or more (or, if applicable, at least such lower amount previously approved by the City Council pursuant to 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 Developer. 6.2. Termination for Excess Wei�hted Income. If the City determines that the Weighted Income attributable to the eleventh (l lth) full year following the year in which the Completion Date occurs or any year thereafter exceeds the Income Threshold for that year, as set forth in E�iibit "D", by more than 15%, then the City will notify Developer in writing. If Developer disagrees with the City's determination, Developer shall have fourteen (14) calendar days to provide the City with documentation to rebut such determination. If Developer does not provide the City with documentation sufficient to rebut the City's determination within such time, the City shall have the right to terminate this Agreement immediately by providing written notice to Developer. 6.3. Termination for Condominium Conversion. If any of the residential units located in the Required Improvements are converted to condominiums, the City will have the right to terminate this Page 17 Economic Development Program Agreement between City of Fort Worth and Trinity Bluff Development, Ltd. (4-Story Development) �'��:.��:.i t.SL�n,,;.;f); � ��5.. , � ��LI ';i?� �,�� fi�r�r�? � C� 'J: L-iU.� `'o •:,c...�; rr , E �t'.�.�:�; 1.,�, � 1r ti'� _� : !, '. ::; :: % Jt� � �:�c�: a --�_. Agreement immediately by providing written notice to Developer, in which case the City will have no obligation to pay a Program Grant in the following Program Year or any subsequent year. It is understood and agreed that the City shall have this termination right even if only some, and not all, residential units in the Required Improvements are converted to condominiums and the remainder of the residential units continue to be rental apartments. 6.4. Failure to Pay Citv Taxes. An event of default shall occur under this Agreement if any City taxes on the Development Property or arising on account of Developer's operations on the Development Property become delinquent and Developer 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 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 Developer and shall have all other rights and remedies that may be available to it under the law or in equity. 6.5. Violations of Citv 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 Developer, a successor in interest, any third party with access to the Development Property pursuant to the express or implied permission of Developer, a successor in interest, or the City (on account of the Required Improvements 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 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 Developer in writing and Developer shall 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 Page 18 Economic Development Program Agreement between City of Fort Worth and Trinity Bluff Deve]opment, Ltd. (4-Story Development) � ,,,, r r„ � � � , � ,;l`�1v ''�j;;' ::5 ''I�'�5`�,':, �",�i i .`.'JUL C;;�;:.7s`.L�L':—:�.J � ..._ Cci :�r.+,l,f �'�� ,� � le ..':-r7i�u 3 4 ... 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 Developer 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 Spendin�, Supplv and Service Spending, Emplovment and Affordable Housin� Commitments; Failure to Achieve Additional Investment. If Developer fails to meet the Fort Worth Construction Commitment, the M/WBE Construction Commitment, the Employment Commitment, the Supply and Service Spending Commitment and/or the Affordable Housing Commitment, or the full Additional Investment to the Impacted Area is not met, such event 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 Grant Amount, as provided by Sections 5.2.1 and 5.2.2, 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 5.2.3. 6.7. Failure to Submit Reports. If Developer fails to submit a report as required by and in accordance with Sections 4.7.3, 4.7.4 or 4.7.5, the City's obligation to pay any Program Grant shall be suspended until Developer has provided all required reports. 6.9. General Breach. Unless stated elsewhere in this Agreement, Developer shall be in default under this Agreement if Developer breaches any term or condition of this Agreement. In the event that such breach remains uncured after thirty 930) 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 shall have the right to terminate this Agreement immediately by providing written notice to Developer. 7. INDEPENDENT CONTRACTOR. It is expressly understood and agreed that Developer shall operate as an independent contractor in each and every respect hereunder and not as an agent, Page 19 Economic Development Program Agreement between CiTy of Fort Worth and Trinity Bluff Development, Ltd. (4-Story Development) !��uL%J�; �J � �-iUl� e�s',�;�:'��`li�l� � �g � � u :'.,.��^�:,�; SI��l'i �7 � �`:i:.4iL� �IL(ii� representative or employee of the City. Developer 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. Developer acknowledges that the doctrine of ��espondeat supei°ioi° will not apply as 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. 8. INDEMNIFICATION. DEVELOPER, AT ND COST TO THE CITY, AGREES TD DEFEND, INDEMNIFY AND HOLD THE CITY, ITS OFFICERS, AGENTS SER VANTS AND EMPLOYEES, HARMLESS AGAINST ANY AND ALL CLAIMS, LAWSUITS, ACTIONS, COSTS AND EXPENSES OF ANY KIND, INCL UDING, B UT NOT LIMITED TO, THOSE FOR PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO 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 CIT� OR SUBCONTRACTORS, RELATED TO THE REQUIRED IMPROVEMENTS OR THE PERFORMANCE OF THIS A GREEMENT. 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: City of Fort Worth Attn: City Manager 1000 Throckmorton Fort Worth, TX 76102 Developer: Trinity Bluff, Ltd. Attn: Tom Struhs Trinity B1ufFDev. Management, LLC 2801 Bledsoe St. Fort Worth, TX 76107 Page 20 Economic Development Program Agreement between City of Fort Worth and Trinity Bluff Development, Ltd. (4-Story Development) , ;,, : �.��;:'�1!_� �.-�:� �.�� 1+�('\�? �•��I�„�_j`jiS4i;:`�j��`�, * U � C: :'•' � � n. �nn ' i i :- i �I i�r �I� �'( � i:� .:v.�.�JU� �u�;a with copies to: the City Attorney and Economic/Community Development Director at the same address 10. ASSIGNMENT AND SUCCESSORS. witlt a copy to: Paul J. Johnson Shannon, Gracey, Ratliff & Miller, L.L.P. 1000 Ballpark Way, Suite 300 Arlington, TX 76011 Developer 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, including the Required Improvements, and with the understanding that Developer 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. For purposes thereof, an "affiliate of Lincoln Property Southwest, Inc." shall mean any entity under common control with, controlled by or controlling Lincoln Property Southwest, Inc. For purposes of this definition, "control" means fifty percent (50%) or more of the ownership determined by either value ar vote. Otherwise, Developer may not assign, transfer or otherwise convey any of its rights or obligations under this Agreement to a new Developer 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 ineeting 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 Developer 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 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. 1L 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. Page 21 Economic Development Program Agreement between City of Fort Worth and Trinity Bluff Development, Ltd. (4-Story Development) j � � ;,=•' i �� f , ;, . J i J�� ,G _� _i5�,. ,. '._ � `,. i�'1J ' f11,,",i ? jJ 1`,'1J. v �. :.� �, n •. � -'.f ' �� :� v..��i� �,?Gr., � 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. 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 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. 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 Developer's failure to obtain adequate financing to complete the Required Improvements by the Completion Deadline shall not be deemed Page 22 Economic Development Program Agreement between CiTy of Fort Worth and Trinity Bluff Development, Ltd. (4-Story Development) ;-� ^ � �;�� `?,1��;i;:,1 ,2"-'-=;:.:c,' .j�i I J�. _. � Ji �1��✓' �i �,�' :J',' j I�i��r:` -;q;., ��,.�..iS�� :I},.J ,; ,� 7.:;:, nc� U n.��.a 'd �� l �� I ��1�, �'.�'�vd.��Jl:� �I�'Ju� to be an event of farce 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. 19. ENTIRETY OF AGREEMENT; TERMINATION OF FIRST 380 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. Upon execution of this Agreement by both the City and Developer, the First 380 Agreement will automatically terminate and be replaced and superseded by this Agreement. 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: [SIGNATURES FOLLOW IMMEDIATELY ON NEXT PAGE] Page 23 Economic Development Program Agreement between CiTy of Fort Worth and Trinity Bluff Development, Ltd. (4-Story Development) � -� � ,,,,1� � <_, ,^ , ,;.;��'�):�. i;'��U�;'',�[� �,��,. ,:, � � . `J J 4' l� �',..� '.,' ,� L �� E'1 �� y 42 - ` +,Il:l�;l r�.^7� i d� `.';��✓ . ��:'--U L-�-�--� . o.....� CITY OF FORT WORTH: � By: Dale isseler Assistant City Manager )atc: �--%a ��o � APPROVED AS TO FORM AND LEGALITY: ,- By: � ��/� Peter Vaky ✓ Assistant City Attorney M&C: C-22121 OS-15-07 TRINITY BLUFF DEVELOPMENT, LTD: By: Trinity Bluff Development Management, LLC, a Texas limited liability c�mpany and its sole general partner: � B • om Struhs Manager Date: ,/�1 D � �:.,.; , . I�, . _- . . _ , ��>��;�r � � ", � '��= < ;�t �- , �'-�z��-( ��n.rr_ac�= ��a'�hoa�i��tio� _.�.�,_ ..�y�Y 4"' 1 J' '`�.<��trl '� »a�p Page 24 Economic Development Program Agreement between City of Fort Worth and Trinity Bluff Development, Ltd. (4-Story Development) � �. J ! i :.�t:. � .. ��.j;�._. � '=,.1�• ;:a ( ::!?i � �� '1 r q 4. ;V,J '�/ :i.,l� ,1.iC I.i��,. ' c'-�l:'i.L�i;.l:f(p( � f � V�� 'r -' Si;�i y�;"�� ,,✓i:6��1�� U'��,:: i, k EXHIBITS "A-1" — Legal Description and Map Depicting the Development Property "A-2" — Legal Description and Map Depicting the Impacted Area "B" — Depiction of Required Improvements "C" — Map of Central City "D" — Chart Depicting Annual Income Threshold Economic Development Program Agreement between City of Fort Worth and Trinity Bluff Development, Ltd. (4-Story Development) � , i v'f�1' ,�.,; � f�:' `,;, �,�, �� ^i,��„�. �. r�^ �:n.. ,.,,+ � i ." si� .,, , ,,�, ��;,•,, .,_,� �� .._�_�'�;';-!�;'�� I: «1,;r,S„ � �,`'" � f U.x. ,, ✓.;': it� bu�G�{e } � �_.___�..__.�_ _._..J sn.o• � ao.o• IW i� i� a �Q �� W � I� �Q I� Nl �—_ I I � 1 • 1 1 � � 1 1 � 1 1 uua� 0.� � �su4 vA2 �a Yxu1. YNWI 9JOA � 1 Vw2 Ib PAtLi. PIONEERS REST CEAIETERY '"�,.� �'°" - LOT 1 R """�..'"�:''� "' BLOCK 5 � TRINITY BLUFF ADDITION 'm 1�935 AGRES 1 s[$ ,°`°°`n. ,' ? g�j 1HffY 9l/i b�K�� GID[T A YIOE 10631 C RT.GL a > � 1 �v uiurc cwg m+r _ rm msvur_ �__ i avte � � � � � 1 ��S 1 B� Id6> 1��S� ��s� o I��a� yso' � � _ ml � RI � � i � � 1 � 1 1 1 1 It � , 1 �o � 10�' � o � 1 2 � 1 ' �N �1� `�---- rreu ti,�c ��r[ � C RM� i N10.N �T33 m .�¢ en w�.uc � N �� — - � 1 � � � ,a imarv �Btup 1 {� � ue�i � nc � � C m� �as� � �fn rl PAT.GT. 1 � � �� i � l 1 � 1 SS�� 1 \y� l �2 �` EXHIBIT "A-1" G011NAh$ TRCcr—�---�e� LOT 2R1 BLOCK 4 TRINITY BLUFF ADDITION 4.916 ACRES HDOt t IDT Z lA(IT HIiT U�¢f�n4AE �6151 PJttGT. _ _ �is---------�-- � � �,��..�.,m,� 34G57 -----_-- fUf /lHi-0f-MT Rn xS NAT —_�LI{ ___�_�_��``c� � ♦ vua�ac rom .uwr xacs. ND EflES EASFJFMi PFu l Lt9 ws nni � f� l zaea' �` ��' rl Ir 5593f'S9 'ai �s �� 4 ? � � LOT 2R2 \ y �P o. /�' 4 si.ss BLOCK 4 iRINITY BLUFF ADDITiON ��pg�-•` ',:�-�� e'1°t 2.619 ACRES �� n�� °'.�' � Q� � �� ` \ ` V�� ^ ` �O � ✓ (i �` - \ jTy} / /� �, � �` �'� , � � � � O /� / \ .t �i� %� � � � �\ �' �� .d � �+ �� . o � �,, .� ��s. Bd� � �°N .P"'+° �\ d .. Q"dyiY�` . ♦ `Q �'e� � �� i � im a LOT SR �� 4p � BLOQ( 1 �` �o-�'lDi 1� CUYYINCS-BOAZ ADOIiqN � F�`Q�R�.< /i` CABINEf A, SUDE 8828 P_RT.GT. �\ � � I \ � t0T J � /� � THAT I, Don W. Hickey, do hereby certify that I�� \ prepored this plat from an actual and occurate � � �� survey of the land and ihat the cromer monuments � � �� 1DTS shown Ihereon were properly placed under my � .��c �� personol supervis�on. � �'� ��, \ � � � M,i� r- � \ `` �` �c O�}G4. \\ `\ (� � DON W. HICKEY � \ \ � R.P.LS. N0. 7961 �` \\ \\ � � BY� 8Y. _ SECRETMY � �� i i \ �i �i �` �� \ i� ��'\`' � V� �i S ` �' A� ` � V \ // e � � FYIAI. a�T �.v �� Lot 1R Y� Blodt S md Lot 7R7 md 2R2 h Blod� 4 af iRNiY BLUFF �1DDIT�ON. m ad9tlan W th� City eT fort Warth, Tarmt Cantx Tieoo� b�iiq a rrpiat of Lot 1 Bbdc 5 md Lot 2 Blodc 4'INNiY BLUFF ADDITION. cocar3'q to tM plat tlHnaf �toad�d in CabYHt A, Spd� 1021E of tM Plat R�oord� of Tarmt �,,.�� •r .0 �nr m�as aaurc areno� u6 a' rani �ww m�n / �y �. i� i� inn � // / � Y> � .a �o. `6 •o. � �� iw+�r au'r cAaEr A � 1KIe PALGi VUIty Eoasmenla 11trR f�i tr�w bMi rt�� m ro�w�.W V9 �.`ia� G� t1 a> bIb 4 �m. �/4 Yn4 o0y �Y1�4� wM M� ma�bvcib� e�lw� .�o -- .n.bx>arw..o«o...,n.e, a, m wo.ia +�w. m w Mn. m.s na �. w `�.v:�.�+: tr�"`a.w tiv� ma 's"nco"� .�+e, w.�,. � " �� n' a. .�„ � b a mMq d v pat el Viy e C T{wo M�� a� '� wv a pma�.q w r Site U�oqe SIUCy 3 a w a'ai�eq� �WF awYq mnlvn�mu .an w <rpa.r �m�I.v� nr� tbt ^'ol e� �M�a a an..y eoww v.+w � b...a .., w. ��. . a. p�v9'�q pm b vn Y��em mq N o1qa1� II eor rot munm u.� . nobew ��s MY W b nT� b9 •9h a GI b s.� na.my dvb- LL �M �rla W onrl ea+� �Iw1 cbmll e W W W W DIytrM+1e! 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' �a� a rx rwm ma� �w mu nw�. rur �.e�.en _ . . . �+m a .�s u. eaear+a r�� us.. wnw.a n� m IeY obl Sdd bl� sa Ia�1tL �+.� MMa � 4 v�vettl �� wbv�s�i�e.. �+ w .o.� � �c .� .�a .�� em.y� �h+s+P eN�rivW� vq Ixil4 I m. w o.�.. o�a .wa,.n o.�.� a w w. e,a .w -60 -30 0 60 I20 1B0 QtMHIC SCALE IN FFFf 1'=60' fll.E NAIE�I�\OW06\TRINSR.DW nRavN En DHC THIS PLAT FILEO IN CABINEi County, Taa� rthiatM In tha City of Fort N'orth Tmmt Canty, Tua�. IW maked fM aorrNrs o� rho�n h�norw TM baN tor Mak�p� Y tM Te� CoordhaG S�t�m Northp�ppn�trd Zan� HAD D3 ( ip0.3 � BROOK� BAKQ2 �RVEYQft$ .v,.�., d v �. �.o. � _. � M i Hn� owxNm mE Fwoo �Nsva,wce RAIE IIM FOR TMRANT COUNTY ANO INCIX7PORAIFD /SIEAS COY4UNITY PANEL NO. 48439CO290 H. EFFECPVE DAIE AUWST 1, 1895 ANO IT A7PEAR5 1NA7 NO PM7 aF 1XE R18.ECT PROPFR7Y IIES N1TWN 20NE AE, 7HE 100 YEM F1000 PLA@I. 7RINITY BLUFF ADDI710N BLOCK 4 LOTS 2R1 AND 2R2 BLOCK 5 LOT iR. f S� OYMER/DEVELOPER .— --- _ TRINITY BLUFF DEVE�OPMEN7_ 2801 BLEDSOE 6 .� . � FORT WORTH 7X. 7�702 . PH� 817-980-3834 „ CONTAC7: 70M STRUHS BROOKES BAKER SURVEYORS 930 HICKEY COURT . GRANBURY, TEXAS 78049 (817)279-0232 `. donh�brookesDakersurVeyors.com u—'aac�Y` .. �._ � p�rm��l �' S �m.. �..awmwro�i 'auwww� �M"�"` (' ,v.- .,., . �._ <..,. ..> �..r<. ti i.n .�- Exhibit "A-2" � — —� i I � i � --- � — � �.�sT�.��o�� 4� o�� — _ _ , , -- Ul � � � I � I _ _"_ . _ __-_. " __ _ -- � 1 I � � 1' y `; � � I YP � � I � 1 � � I 1 _ 1 � j v - 1 I � . . 1 I � r.a ro-an �� , . __ "— -1 1 I. 1 � I ' _ _ - —pR -. -- 1 I . .. - .� ' _ � � 1 r 1 � � �1 I I \1 1� . __ _ , I u�ca I i � _ .. 1 � � � . � � . ,-_ - � i � . ' . ' I i . � ' . _. �� . � . ____ - -__� I , . .�, . , _ ___ 1 . . .�. 1 l ' � W 1 I � - . 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Pi01 P+ J 1 .' ly. it.as end a porti:.� ol Ci'wRx A and B I EVAiI � // !tl AOG171Gti m odE;(,�n (o �he C iv o� F� t W Ih . c,nl th f reccrd-� �n vo �m. 94, pag 69 f I �/ tl I t tcA �n Ihe Ciy o� Fc.t Werth T nl � � =eand a partm of Nardng Slreel, C•ront Streel, Pnarr : : the 16 �.� ot+y •n G1nck 8 ni �a.n EYArlS AlJD HL�"' nooinu� ,��t�a by Ci�� Or.7v;ancf tlo 1�I33 \Yr: �.. _..ed lhe c rn�-rs . c.no�wn herecn. - .. � . . ��ts �t the Tex�ss CeaJ.nale S•.s�cn L . �: Zc�+e I7.�D 83 ( �H97 ). ,nd A�..�:...� -,�.,.�, n....:,��;; ^- � = ES ,:: ,. ,. , .. . _ ... . .ws n.r n�co w wvsr ., ss�Q �mv, e.ro v-z�-a� 1 I \ "- y � 1 � j �I � YaLJ s'+rg`c �iv�s�i16 "% rMw.� �r� ox „ e�roo-xs eua.v sx��cm�s m�c.rzaa.s��eas fmijxis-o»i mdme�miw..,.,m.� � Exhibit "B" DEPICTION OF REQUIRED IMPROVEMENTS �:;-fr.'�;�J:,f. ��s:.v<:;'.�:�� ''�`�;Ir;� ,?;��r�.- -�, �: L ��' c:' a c� ; S L L;'! I'� ., � .�51! ..`.i ' ;ir � r'�, i , Economic Development Program Agreement between City of Fort Worth and Trinity Bluff Development, Ltd. (4-Story Development) �. �` -1 �. . � . --- . - �"' __------�, : C a �� -- — +��' I .. �� a " - ♦ _ — —' � � ' I'I I . , � m, LINGOLN AT Area=4.865 acres Area=211,913.455 ft ORI61 51TE TRINITY BLUFF PARK �� qrec,=p,ppG acres +Area=265.qe4 Ft ApD ` °,,J � sca.e r= aa� os-oa-o� Area=OAb'f acres -Atea=3,?i2.95�i ft LE55 W m: � z�J �� ,� Womack+Hampton �OQ`0.131 acree +Area=5,698.91q �t n�o � r� ve'�,, � ��,' � ;�,a,,,�, � � / %%� nacHiTecTs, �.�.c. p,r�_4.915 acres Area=214J0�1.293 ft ,`�� `�]�� /V �� wa0r�u��_ise�, s�l. � vv� Pn� zfSi-� � v� V r� J� `( � �` lV �� I G �c by Womack a H�mplon A« k�ecb. LLC. ^' 7 � ' y'��\�'� � I � C ,11 '"� ''�� i� �.�� ,. EXHIBIT "C" CDBG Eligible Areas & Central City �,� �j, �� 0 1 2 4 6 8 Planning Department FORT ORTH Miles 10/21/04 - BK Q Exhibit "D" ANNUAL INCOME THRESHOLD Year Following the Year in which the Income Threshold Com letion Date Occurs 3 $5,964,371.63 4 $6,140,730.88 5 �6,321,978.19 6 �6,509,325.22 7 $6,701,876.61 8 $6,900,150.60 9 $7,104,316.28 10 $7,314,550.07 11 $7,531,033.21 12 $7,753,951.85 13 $7,983,496.98 14 $8,219,868.11 15 $8,463,267.18 16 $8,713,904.67 17 $8,971,995.89 18 $9,237,762.25 19 $9,511,434.91 20 $9,793,248.64 Economic Development Program Agreement between City of Fort Worth and Trinity Bluff Development, Ltd. (4-Story Development) �� a _ w y� �� -�j � .�tlJ'J�>1 ; s : , � di �t7 : �., � '" �,' S' =i`;';u -'�:j ��;, U c v51;-1; .�%_� � r i, � �. �l, I •�/��hC]'� � �� rl 1.. �� tij ,� 17'1 o . ,t3 ....,.. City of Fort Worth, Texas Mayor and Council Communication COUNCIL ACTION: Approved on 5/15/2007 DATE: Tuesday, May 15, 2007 LOG NAME: 17TRBLUFAMEND REFERENCE NO.: C-22121 SUBJECT: Authorize Execution of Amendments to Economic and Community Development Agreements with Trinity Bluff Development, Ltd. (City Secretary Contract Nos. 34173 and 34174) RECOMMENDATION: It is recommended that the City Council authorize the City Manager to execute amendments to the Economic Development Program Agreements between the City and Trinity Bluff Development, Ltd., to allow for changes in the project's scope and, accordingly, provide for changes in the amounts of grants payable by the City to the Developer under the Agreements. DISCUSSION: The City Council previously authorized execution of two Economic Development Program Agreements with Trinity Bluff Development, Ltd., which provided for payment to Developer of certain economic development program grants in return for construction of a six-story apartment complex and construction of a four-story apartment complex, with each complex being subject to its own Agreement. The project scope subsequently has changed due to previously unforeseen challenges on the site. These changes require amendments to the previously executed Agreements to allow for the revised project specifications. The revised project scope reduces the six-story project to a three-story project with a lower total investment ($10 million from $23 million), with the four-story project remaining the same in scale, although at a higher scope and investment ($32.4 million from $26.7 million) since the costs have increased for this project. The amount of the program grants payable under each Agreement will be correspondingly decreased for the new three-story project and increased for the expanded four-story project. Additionally, the amendment modifies the previous agreement requiring both projects to be complete before any incentives are available versus the previously staggered schedule. A proration of the available incentives are also part of the amendment so that incentives match the new lower rate of investment. As was required in the original agreement, the maximum grant can be 100 percent of real property taxes paid, which can only be achieved upon meeting the minimum investment commitments. Twenty-five percent of construction spending must be with Fort Worth contractors or the grant may be reduced by up to 20 percent for the entire term of the Agreement. Twenty percent of construction spending must be with Fort Worth Certified M/WBE contractors or the respective grant may be reduced by up to 20 percent for the entire term. Twenty-five percent of supply and service spending must be spent with certified Fort Worth M/WBE contractors or the annual grant is reduced by the amount by which the commitment is not met. Twenty-five percent of all full-time jobs created must be Central City residents or the annual grant will be reduced by $20,000 for each job by which this commitment was missed. FISCAL INFORMATION/CERTIFICATION: The Finance Director certifies that compliance with the terms of this agreement should result in increased revenue to the City. The amount of the increase is not quantifiable at this time. Logname: SSSPINKS RAMP Page 1 of 2 TO Fund/Account/Centers Submitted for City Manager's Office b� Originating Department Head: Additional Information Contact: FROM Fund/AccountlCenters Dale Fisseler (6140) Tom Higgins (6192) Jay Chapa (5804) Mark Folden (8634) Logname: SSSPINKS RAMP Page 2 of 2 �i � � ��R� - �l �ONi��T' �10. AMENDMENT NO. 1 TO AMENDED AND RESTATED ECONOMIC DEVELOPMENT PROGRAM AGREEMENT (CITY SECRETARY CONTRACT NO. 35327) This AMENDMENT NO. 1 TO AMENDED AND RESTATED ECONOMIC DEVELOPMENT PROGRAM AGREEMENT (CITY SECRETARY CONTRACT NO. 35327) ("Amendment") is made and entered into by and between the CITY OF FORT WORTH (��City"), a home rule municipal corporation organized under the laws of the State of Texas, and LPC TRINITY PARKS LP ("Developer"), a Texas limited partnership whose sole general partner is LPC Trinity Bluff Phase II-III LP, a Texas limited pai-tnership, whose sole general partner is Lincoln No. 2049, Inc., a Texas cotporation. The City and Developer hereby agree that the following statements are true and cori•ect and constitute the basis upon which the City and Developer have entered into this Amendment: A. Trinity Bluff Development, Ltd. ("Trinity Bluff') previously owned approximately 4.916 acres of land on the north side of the City's downtown (the "Development Property"), as more specifically described in that certain Amended and Restated Economic Development Program Agreement between the City and Trinity Bluff that is on file in the City Secretary's Office as City Secretary Contract No. 35327 (the "Agreement"). B. Under the Agreement, the City agreed to pay Trinity Bluff, as owner of the Development Property, certain economic development program grants, as authorized by Chapter 380 of the Texas Local Government Code, in return for the construction of a four-story apartment complex with at least two hundred ninety-nine (299) residential rental apartment units, and certain other improvements constructed to serve such Buildings, all defined as the "Required Improvements" and more specifically set forth in the Agreement. C. Developer subsequently purchased the Development Property fiom Trinity Bluff. In accordance with the Agreement and pursuant to that certain Assignment and Assumption of Amended and Restated Economic Development Program Agreement between Trinity Bluff and Developer, dated on or about May 30, 2007, Trinity Bluff assigned all of its right, title, and interest in the Agreement to Developer. D. The Agreement requires that the Completion Deadline (as defined in the Agreement) for construction and completion of the Required Improvements must occur by Decembei• 31, 2011. Due to unforeseen delays in constructing and completing the Required Impt•ovements, Developer has requested that the Completion Deadline be extended from December 31, 2011 to December 31, 2012. Because of the economic and other public benefits that are anticipated to accrue on account of the Required Improvements, the City is willing to amend the Agreement to accommodate Developer's request. Page 1 of 3 : ,:;l��tl�8,4�. F��L(�RD . Amendment No. 1 to CSC No. 35327, as previously assigned by Trinity Bluff, Ltd. � �' � d S�Cf��TqRY Amended and Restated Economic Development Program Agreement with LPC Trinity Parks, LP, :-; a e Vl�i��# ,�4, , _ _.. ._ �.....F NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the City and Developer agree as follows: L The definition of "Completion Deadline", as set forth in Section 2 of the Agreement (Definitions), is hereby amended as follows: Completion Deadline means December 31, 2012. 2. All terms in this Amendment that are capitalized but not defined shall have the meanings assigned to them in the Agreement. 3. All terms and conditions of the Agreement that are not expressly amended pursuant to this Amendment shall remain in full force and effect. EXECUTED in multiples as of the last date indicated below: CITY OF FORT WORTH: By: ��Y� Tom Higgins Assistant City Manager Date: �Z�Z/�09 LPC TRINITY PARKS LP: By: LPC Trinity Phase II-III LP, a Texas limited liability company and its sole general partner: By: Lincoln No. 2049, Inc., a Texas corporation and its sole general partner: � ��By� ��,'� � `��--��''`.� Y�rme: �,%¢F �o��-��f G��- Date: � , (� c �o y Date: ? �DFFICIAL Rf�:��'��i� Page 2 ot'3 ' ��lTY SEC��'%�"��-�Y Amendment No. 1 to CSC No. 35327, as previously assigned by Trinity Bluff, Ltd. ��.. �'`�� °�- �F� � Amended and Restated Economic Develo ment Pro ram A reement with LPC Trinit Parks -- ---� P g g Y , LP APPROVED AS TO FORM AND LEGALITY: , By: ��/ �'� wl�-',--, Peter Vaky �% Assistant City Attorney M&C: C-23823 10-06-09 Attested bye Niarxy ��}��tv ��retary a ; < ;kP=F��iAL REC�4 �.� j Page 3 of 3 ''_��TY SE�RET��1' � Amendment No. 1 to CSC No. 35327, as previously assigned by Trinity Bluff, Ltd. `:',. �1��'(H, '� � � Amended and Restated Economic Development Program Agreement with LPC Trinity Parks, LP __. .' City of Fort Wo�th, Texas Mayor and Council Communication COUNCIL ACTION: Approved on 10/6/2009 DATE: Tuesday, October 06, 2009 LOG NAME: 17TBIIAMDTS SUB.TECT: REFERENCE NO.: **C-23823 Authorize Execution of Amendments to City Secretary Contract Nos. 35326 and 35327, Economic Development Program Agreements with Trinity Bluff Development, Ltd., to Modify Completion Deadlines of Required Private Improvements and Authorize Amendment to City Secretary Contract No. 32340, a Community Facilities Agreement with Trinity Bluff Development, Ltd., far Certain Drainage Improvements to Revise Milestones Required far City Participation in that Project RECOMMENDATION: It is recommended that the City Council authorize the City Manager to: 1. Execute amendments to City Secretary Contract Nos. 35326 and 35327, Economic Development Program Agreements with Triniry Bluff Development, Ltd., to modify the deadlines for the completion of the private improvements that are required under those Agreements in order to receive certain economic development grants fi-om the City; and 2. Execute an amendment to City Secretary Contract No. 32340, a Community Facilities Agreement with Trinity Bluff Development, Ltd., for certain drainage improvements within the Trinity Bluff Phase II development, to modify the scope of the private improvements and the related construction oriented milestones required under the Agreement in arder to receive City funding for that project. DISCUSSION: On May 3, 2005, (M&C C-20708) the City Council authorized the execution of an Enhanced Communiry Facilities Agreement (ECFA) (City Secretary Contract (CSC) No. 32340) with Trinity Bluff Development, Ltd., (Developer) pursuant to which the Developer agreed to construct drainage improvements (the Infrastructure Improvements) within the Trinity Bluff Phase II residential development in Downtown Fort Worth, which at the time was slated to consist of 270 apartment units (the Development). Under the ECFA, the City agreed to reimburse the Developer for the lesser of the actual cost of the infrastructure improvements or $992,000.00 provided that the Developer completed the Development by December 31, 2008 (the Completion Deadline). On July 25, 2006, (M&C C-21587) the City Council authorized an extension of the Completion Deadline to December 31, 2009, and a redefinition of the Development to 200 apartment units. The City's participation in the cost of the infrastructure improvements was in addition to economic development grants authorized by Chapter 380 of the Texas Local Government Code that had been pledged to the Developer pursuant to CSC Nos. 34173 and 34174 (the first 380 Agreements) in return for construction of the Development by the Completion Deadline. The scope of the Development then changed. On May 15, 2007, (M&C C-22121) the City Council authorized the execution of Amended and Restated Economic Development Program Agreements (CSC Nos. 35236 and 35237) (the 380 Agreements) that allowed a change in the scope of the Development to two apartment buildings, one a three—story building with 65 apartment units and the other a four—story building with 299 apartment units. The first 380 Agreements were terminated upon execution of the current 380 Agreements. Accordingly, the ECFA now needs to be amended to so that the description of the Development that Developer is required to complete under the ECFA in order to receive City funding for the infrastructure improvements matches the description of the Development that Developer is required to complete under the current 380 Agreements. Furthermore, the Developer's construction schedule for the Development has been delayed due to the current economic climate. As a result, the Developer has requested that the deadline for completion of the Development under both the ECFA and the 380 Agreements be extended as follows: CSC No. 35326 (380 Agreement for three—story, 65 unit apartment building): December 31, 2009, to December 31, 2010 CSC No. 35327 (380 Agreement for four—story, 299 unit apartment building): December 31, 2011, to December 31, 2012 CSC No. 32340 (ECFA): December 31, 2009, to December 31, 2010 All other terms and conditions in the Agreements shall remain the same. This project is located in COUNCIL DISTRICT 9. FISCAL INFORMATION: The Financial Management Services Director certifies that this action will have no material effect on City funds. FUND CENTERS: TO Fund/Account/Centers CERTIFICATIONS: Submitted for Citv Manager's Office b� Originating Department Head: Additional Information Contact: FROM Fund/Account/Centers Thomas Higgins (6140) Jay Chapa (6192) Mark Folden (8634)