HomeMy WebLinkAboutContract 45725-A3 45125-A3
AMENDMENT NO. 3 TO
ECONOMIC DEVELOPMENT PROGRAM AGREEMENT
JP�o��o�C ,y (CITY SECRETARY CONTRACT NO. 45725)
This AMENDMENT NO. 3 TO ECONOMIC DEVELOPMENT PROGRAM
AGREEMENT ("Amendment") is made and entered into by and between the CITY OF
FORT WORTH ("City"), a home rule municipality organized under the laws of the State of
Texas, and FW WATERSIDE PARTNERS LLC ("Developer"), a Delaware limited liability
company.
The City and Developer hereby agree that the following statements are true and correct
and constitute the basis upon which the City and Developer have entered into this Amendment:
A. On or about July 1, 2014 the City and Trademark Property Company entered into
that certain Economic Development Program Agreement on file in the City Secretary's Office as
City Secretary Contract No. 45725, which Trademark Property Company subsequently assigned
to Developer in accordance with that certain Consent to Assignment of Economic Development
Program Agreement on file in the City Secretary's Office as City Secretary Contract No. 45725-
CA1 and which was previously amended in accordance with that certain Amendment No. 1 and
certain Amendment No. 2 to Economic Development Program Agreement on file in the City
Secretary's Office as City Secretary Contract No. 45725-A1 and City Secretary Contract No.
45725-A2, respectively (collectively, the "Agreement"). Under the Agreement, Developer has
agreed to construct a mixed-use development on certain real property in the City in the vicinity
of Bryant Irvin Road and Arborlawn Drive in stages at three potential levels of investment, all as
set forth in the Agreement. In return, the City agreed to pay Developer certain economic
development Program Grants, as more specifically provided in the Agreement.
B. The Agreement requires that the first phase of the Development, defined in the
Agreement as the Level 2 Development, must be completed by December 31, 2018. Section 17
of the Agreement provides that deadlines established by the Agreement may be extended on
account of events that cause delays and that are not the fault of the performing party (identified
in the Agreement as events of force majeure). In August 2018 Developer notified the City by
letter that various events of inclement weather and permitting delays associated by review from
the Army Corps of Engineers during the period from August 25, 2016 through February 28, 2018
constituted events of force majeure under the Agreement and that Developer was entitled to
extend the Level 2 Completion Deadline under the Agreement from December 31, 2018 to June
15, 2019.
C. The City has reviewed the documentation submitted by Developer in August 2018
and concurs that the delays outlined in that letter constitute events of force majeure and that
Developer is entitled to an extension of the Level 2 Completion Deadline to June 15, 2019
pursuant to Section 17 of the Agreement. Accordingly, for the removal of doubt, the parties
wish to amend the Agreement to memorialize this extension.
OFFICIAL RECORD
Amendment No. 3 to CSC No.45725 CITY SECRETARY
Economic Development Program Agreement with FW Waterside Partners LLC FT. WORTH,TX
NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged, the City and Developer agree as follows:
1. Section 2 of the Agreement (Definitions) is hereby amended as follows:
The following terms and their definitions are hereby amended to read as follows:
Level 2 Completion Deadline means June 15, 2019.
2. This Amendment shall be effective as of December 11, 2018, the date on which the City
Council approved this Amendment pursuant to Mayor and Council Communication C-28965,
regardless of the date of its actual execution by the City and Developer.
3. Developer hereby agrees that it has reported all events of force majeure through February
28, 2018 that may have caused a delay in its completion of the Level 2 Development, and,
notwithstanding anything to the contrary in the Agreement, Developer hereby waives any right to
claim that it is entitled to a further extension of the Level 2 Completion Deadline on account of
alleged events of force majeure occurring on or before February 28, 2018.
4. All terms in this Amendment that are capitalized but not defined have the meanings
assigned to them in the Agreement.
5. All terms and conditions of the Agreement that are not expressly amended pursuant to
this Amendment remain in full force and effect.
6. This Amendment may be executed in any number of duplicate originals, and each
Amendment No. 3 to CSC No.45725
Economic Development Program Agreement with FW Waterside Partners LLC
duplicate original shall be deemed to be an original.
EXECUTED as of the last date indicated below, but to be effective as of December 11,
2018:
CITY OF FORT WORTH: APPROVED AS TO FORM AND
LEGALITY:
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0&
By: 5�t_ By:
S sa Alanis Peter Vaky
As ' tant City Manager Deputy City Attorney
Date: M&C: C-28965 12-11-18
Form 1295 Certificate No. 2018-426179
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by.
FW WATERSIDE PARTNERS LLC, (7)
a Delaware limited liability company: 1 X, . ¢,
Wald P. Gonzales,
By: Trademark Waterside, L.P., a t Clty
Texas limited partnership and , (A Z
its Managing Member:
By: TW Genpar, LLC, a Texas
limited liability company and
its Ge al Partner:
By:
Name: Cameron Schacht
Title: VPresident
Date: 11371�
OFFICIAL -K D
Amendment No. 3 to CSC No.45725 (CITY SE( RY
Economic Development Program Agreement with FW Waterside Partners LLC FT. MIC 4',,.TX
Contract Compliance Manager:
By signing I acknowledge that I am the person responsible
for the monitoring and administration of this contract, including
ensuring all performance and reporting requirements.
Name 3f Employee/S' hat
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Titles
rl This form is N/A as No City Funds are associated with this Contract
Printed Name Signature
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OFFICIAL REC kL
CITY SECRETARY
FT W07 R'ANA-'V
M&C Review Page 1 of 2
Official site of the City of Fort Worth,Texas
CITY COUNCIL AGENDA FOR >I
COUNCIL ACTION: Approved on 12/11/2018
DATE: 12/11/2018 REFERENCE *,►C-28965 LOG NAME: 1717ED_AMEND3_WATERSIDE
NO..
CODE: C TYPE: CONSENT PUBLIC NO
HEARING:
SUBJECT: Authorize Amendment to Economic Development Program Agreement with Waterside
Partners LLC (City Secretary Contract No. 45725) to Extend the Completion Deadline for
the Second Phase of a Mixed-Use Development Located in the Vicinity of Bryant Irvin
Road and Arborlawn Drive (COUNCIL DISTRICT 3)
RECOMMENDATION:
It is recommended that the City Council authorize the City Manager to execute an amendment to the
Economic Development Program Agreement with FW Waterside Partners LLC, (City Secretary
Contract No. 45725) to extend the completion deadline for the second phase of a mixed-use
development located in the vicinity of Bryant Irvin Road and Arborlawn Drive from December 31,
2018 to June 15, 2019 on account of construction delays caused by inclement weather and
unforeseen permitting delays.
DISCUSSION:
On March 4, 2014 (M&C C-26698), the City Council authorized execution of an Economic Development
Program Agreement (Agreement) with Trademark Property Company or an affiliate related to a mixed-
use project to be constructed on the west side of Bryant Irvin Road at Arborlawn Drive at the former
site of the Lockheed Martin Recreation Area in southwest Fort Worth. The planned development was to
be constructed in three phases, with the second phase to be completed by December 31, 2018.
City Secretary Contract No. 45725 provides that deadlines established by the Agreement may be
extended on account of events that cause delays and that are not the fault of the performing party
(identified in the Agreement as events of force majeure).
On March 21, 2017 (M&C C-28149), the City Council approved an amendment to change the
completion deadline for the first phase of the development from March 19, 2017 to August 1, 2017 as
a result of inclement weather. The developer also waived any further claims for force majeure
through the effective date of the amendment. However, that waiver only applied to Phase I.
In February 2018, the developer notified the City by letter that various events of inclement weather
occurring between January 1, 2017 and February 28, 2018 impacted their phase II development. The
developer also cited unforeseen permitting delays, primarily associated with necessary reviews by
the Army Corp. of Engineers, occurring between August 25, 2016 and April 31, 2017. Both events of
delay are constituted events of force majeure under the Agreement. The developer provided City
staff with documentation to substantiate a total of a 204 day delay during that period. At that time, the
developer was uncertain as to how much time would specifically be needed past the December 31,
2018 deadline for Phase II completion, so the developer and City staff agreed to delay action until
late 2018.
In August 2018, the developer met with City staff to officially request the extension for Phase II and
staff began efforts to substantiate the request. As a result of those efforts, City staff recommends that
the Agreement be amended to change the completion deadline for the second phase of the
development from December 31, 2018 to June 15, 2019.
This project is located in COUNCIL DISTRICT 3.
http://apps.cfwnet.org/council_packet/mc_review.asp?ID=265 70&councildate=l 2/11/2018 1/7/2019
M&C Review Page 2 of 2
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that approval of this agreement will have no material effect on the
Fiscal Year 2019 Budget. While no current year impact is anticipated from this action, any effect on
expenditures and revenues will be budgeted in future Fiscal Years and will be included in the long-
term financial forecast.
TO
Fund Department Account Project Program I Activity I Budget Reference# Amount
ID ID Year Chartfield 2
FROM
Fund Department Account Project Program Activity Budget Reference# Amount
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Submitted for City Manager's Office by: Susan Alanis (5804)
Originating Department Head: Robert Sturns (2663)
Additional Information Contact: Tracy Williams (2627)
ATTACHMENTS
Form 1295 Certificate 100441112.pdf
http://apps.cfwnet.org/council_packet/mc_review.asp?ID=26570&councildate=12/11/2018 1/7/2019