HomeMy WebLinkAboutContract 35327 ECRETARY
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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.
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Economic Development Program Agreement �� .,✓� ��Tc� TEA.
between City of Fort Worth and Trinity Bluff Development,Ltd.(4-Story Development)
C. Studies undertaken to analyze the downtown housing market in the City
indicate that approximately fifty percent (50%) of all persons who lease multi-family
residential units in the City's downtown will move from locations outside of the City.
Additional analysis, including, but not limited to, a study by Grotta Marketing Research,
indicates that the 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 380 of the Texas Local Government Code that include monetary
loans and grants of public money, as well as the provision of personnel and services of
the City, to businesses and entities that the City Council determines will promote state or
local economic development and stimulate business and commercial activity in the City
in return for verifiable commitments from such businesses or entities to cause specific
infrastructure, employment and other public benefits to be made or invested in the City
(the "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 Exhibit `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
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Economic Development Program Agreement
between City of Fort Worth and Trinity Bluff Development,Ltd. (4-Story Development) ""
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
1. 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 form the basis upon which the parties
have entered into this Agreement.
2. DEFINITIONS.
In addition to terms defined in the body of this Agreement, the following terms
shall have the definitions ascribed to them as follows:
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 Housing Commitment has the meaning ascribed to it in Section 4.6.
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Economic Development Program Agreement
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between City of Fort Worth and Trinity Bluff Development,Ltd.(4-Story Development) " '
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 City means that area in the corporate limits of the City within Loop 820
(i) consisting of all Community Development Block Grant ("CDBG") eligible census
block groups; (ii) all state-designated enterprise zones; and (iii) all census block groups
that are contiguous by seventy-five percent (75%) or more of their perimeter to CDBG
eligible block groups or enterprise zones, as well as any CDBG eligible block in the
corporate limits of the City outside Loop 820, as more specifically depicted in the map of
Exhibit "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).
Completion 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.
Development Property 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.
Employment Commitment has the meaning ascribed to it in Section 4.4.
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First 380 Agreement has the meaning ascribed to it in Recital G.
Fort Worth Certified 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 Company 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
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Economic Development Program Agreement
between City of Fort Worth and Trinity Bluff Development,Ltd.(4-Story Development)
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.
Program 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.
Supply and Service Spending Commitment has the meaning ascribed to it in
Section 4.5.
Supply 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-Story Development has the meaning ascribed to it in Recital A.
Three-Story 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").
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Economic Development Program Agreement C:d U� J�i ����(��w
between City of Fort Worth and Trinity Bluff Development,Ltd.(4-Story Development)
o .
4. DEVELOPER OBLIGATIONS AND GOALS.
4.1. Real Property 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 Spending 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 Spending Commitment for Fort Worth Certified
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
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between City of Fort Worth and Trinity Bluff Development,Ltd.(4-Story Development)
Certified M/WBE Companies for the Three-Story Development shall not count
toward the M/WBE Construction Commitment under this Agreement.
4.4. Employment Commitment for Central City 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. Supply and Service Spending 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 Housing 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 Filings.
4.7.1. Plan for Use of Fort Worth Certified M/WBE 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
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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 Spending Reports Pertaining to Required
Improvements.
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
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Economic Development Program Agreement
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necessary to demonstrate that such amounts were actually paid by
Developer to such contractors.
4.7.3. Quarterly 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 Employment 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. Quarterly Supply and Service Spending 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 M/WBE 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.
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between City of Fort Worth and Trinity Bluff Development,Ltd. (4-Story Development) CIT
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) (coIIectively "Records"). DeveIoper shall make all
Records available to the City on the Development Property 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.
5. CITY OBLIGATIONS.
5.1. Issuance of Certificates of Completion.
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
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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
Tax 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
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between City of Fort Worth and Trinity Bluff Development,Ltd. (4-Story Development)
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 Spending(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 Commitment 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 [$5million/$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%).
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5.2.1.3. M/WBE Construction Cost Spending(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 expended 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 380 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 14I�dL
Economic Development Program Agreement
between City of Fort Worth and Trinity Bluff Development,Ltd.(4-Story Development) '
4 - r d `6
5.2.3.1. Failure to Meet Employment 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 Supply and Service and Service
Spending 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 Exhibit "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 (11 th) 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 'J 91�
Economic Development Program Agreementbetween City of Fort Worth and Trinity Bluff Development,Ltd.(4-Story Development) J1� ::1tiltl
5.2.3.4. Failure to Comply 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 7C',
f
Economic Development Program Agreement 5 L�
between City of Fort Worth and Trinity Bluff Development,Ltd.(4-Story Development) �^ =j ?� '�'; °;L. ?
�C
..G 0
P
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 BY DEVELOPER TO MEET VARIOUS GOALS AND
COMMITMENTS.
6.1. Failure to Complete Required Improvements.
If the Completion Date does not occur by the Completion Deadline, the
City shall have the right to terminate this Agreement by providing written notice
to 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 Weighted Income.
If the City determines that the Weighted Income attributable to the
eleventh (11th) 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 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 -
EconomicDevelopmentProgramAgreement
between City of Fort Worth and Trinity Bluff Development,Ltd.(4-Story Development)
�Yo "'✓iRi�UVy SO:n
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 City 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 Iegal 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 City Code, State or Federal Law.
An event of default shall occur under this Agreement if any written
citation is issued due to the occurrence of a violation of a material provision of the
City Code on the Development Property or on or within any improvements
thereon (including, without limitation, any violation of the City's Building or Fire
Codes and any other City Code violations related to the environmental condition
of the Development Property; the environmental condition other land or waters
which is attributable to operations on the Development Property; or to matters
concerning the public health, safety or welfare) and such citation is not paid or the
recipient of such citation does not properly follow the legal procedures for protest
and/or contest of any such citation. An event of default shall occur under this
Agreement if the City is notified by a governmental agency or unit with
appropriate jurisdiction that the 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 Development,Ltd.(4-Story Development)
R
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 Spending, Supply and Service
Spending, Employment and Affordable Housing 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 ,L7
Economic Development Program Agreement
between City of Fort Worth and Trinity Bluff Development,Ltd.(4-Story Development) ��
,
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 respondeat superior 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 NO COST TO THE CITY, AGREES TO DEFEND,
INDEMNIFY AND HOLD THE CITY, ITS OFFICERS,AGENTS SERVANTS AND
EMPLOYEES, HARMLESS AGAINST ANY AND ALL CLAIMS, LAWSUITS,
ACTIONS, COSTS AND EXPENSES OF ANY KIND, INCLUDING, BUT NOT
LIMITED TO, THOSE FOR PROPERTY DAMAGE OR LOSS (INCLUDING
ALLEGED DAMAGE OR LOSS TO DEVELOPER'S BUSINESS AND ANY
RESULTING LOST PROFITS) AND/OR PERSONAL INJURY, INCLUDING
DEATH, THAT MAY RELATE TO, ARISE OUT OF OR BE OCCASIONED BY (i)
DEVELOPER'S BREACH OF ANY OF THE TERMS OR PROVISIONS OF THIS
AGREEMENT OR (ii) ANY NEGLIGENT ACT OR OMISSION OR INTENTIONAL
MISCONDUCT OF DEVELOPER, ITS OFFICERS, AGENTS, ASSOCIATES,
EMPLOYEES, CONTRACTORS (OTHER THAN THE CITY) OR
SUBCONTRACTORS, RELATED TO THE REQUIRED IMPROVEMENTS OR
THE PERFORMANCE OF THIS AGREEMENT.
9. NOTICES.
All written notices called for or required by this Agreement shall be addressed to
the following, or such other party or address as either party designates in writing, by
certified mail, postage prepaid, or by hand delivery:
City: Developer:
City of Fort Worth Trinity Bluff, Ltd.
Attn: City Manager Attn: Tom Struhs
1000 Throckmorton Trinity Bluff Dev. Management, LLC
Fort Worth, TX 76102 2801 Bledsoe St.
Fort Worth, TX 76107
Page 20
Economic Development Program Agreement q ,dor-. h i7i,i
between City of Fort Worth and Trinity Bluff Development,Ltd.(4-Story Development)
7 dr t:''vt:L2�1� U GVe
with copies to: with a copy to:
the City Attorney and Paul J. Johnson
Economic/Community Development Shannon, Gracey,Ratliff&Miller,L.L.P.
Director at the same address 1000 Ballpark Way, Suite 300
Arlington, TX 76011
10. ASSIGNMENT AND SUCCESSORS.
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 or 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 meeting the terms and conditions
of this Agreement and (ii) prior execution by the proposed assignee or successor of a
written agreement with the City under which the proposed assignee or successor agrees in
writing to assume all covenants and obligations of 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.
11. COMPLIANCE WITH LAWS, ORDINANCES,RULES AND
REGULATIONS.
This Agreement will be subject to all applicable federal, state and local laws,
ordinances, rules and regulations, including, but not limited to, all provisions of the
City's Charter and ordinances, as amended.
Page 21 ���6
Economic Development Program Agreement
between City of Fort Worth and Trinity Bluff Development,Ltd.(4-Story Development) i s "'•
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 tti � -
between City of Fort Worth and Trinity Bluff Development,Ltd.(4-Story Development) TY 51
u n S J
Ip�� -ten �. n
to be an event of force majeure and that this Section 16 shall not operate to extend the
Completion Deadline in such an event.
17. INTERPRETATION.
In the event of any dispute over the meaning or application of any provision of
this Agreement, this Agreement shall be interpreted fairly and reasonably, and neither
more strongly for or against any party, regardless of the actual drafter of this Agreement.
18. CAPTIONS.
Captions and headings used in this Agreement are for reference purposes only and
shall not be deemed a part of this Agreement.
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) �y V c` �• j�Uy
CITY OF FORT WORTH: TRINITY BLUFF DEVELOPMENT,
LTD:
By: Trinity Bluff Development
Management, LLC, a Texas limited
liability c mpany and its sole general
pZo;rn
r:
By: B
Dale isseler Struhs
Assistant City Manager Manager
Date: 5—IQ 5–/0- Date: D
APPROVED AS TO FORM AND LEGALITY:
Attested By,
By:
Peter Vaky
Assistant City Attorney I ►(
.►•tarty Hendr'
M&C: C-22121 05-15-07 City Secretary
Contract. Authorizatioa
Page 24
Economic Development Program Agreement
between City of Fort Worth and Trinity Bluff Development,Ltd.(4-Story Development) ,;
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 �adl5,, J is
between City of Fort Worth and Trinity Bluff Development,Ltd.(4-Story Development) S
FYI
EXHIBIT llA-111
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CITY U• FORT VORTH, TEXAS
CITY PL/1N CD9TISSI@I sNm ItIN TRINITY BLUFF ADDITION
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t mitt BLOCK 3 LOT 111.
THIS FLAT 13
KIEF Mui VALID
ONLYL Af�p WITHINTBI Oil E �/' � F�
PUT APPRwEo MATE, Let 1R he Block 5 and Lot tow IT and 2112 fts Berk 4
of
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Exhibit "B"
DEPICTION OF REQUIRED IMPROVEMENTS
Economic Development Program Agreement
between City of Fort Worth and Trinity Bluff Development,Ltd.(4-Story Development)
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LINCOLN AT
TRINITY BLUFF PARK Area=4�0.. A oQs211,413.cW ft
0504 �+nE
sc.tF r.40' 0 kea■OOr,�b acres *aea=?65.484 ft ADD
O5 04 0T Area■0087 scree -Area=3,772.454 ft
Womack+Ham ton Area=oJ3!subs �,�
P ea■5,648.414 ft App ',
ARCHITECTS,L.L.C.
■4915acres Area=2!4104 243 ft � � �
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EXHIBIT "C"
CDBG Eligible Areas & Central City
3
7 2
52 j — 76092
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761 p0248 7
,
76020 i 760
761317 4
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! 76180
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$ 0 1 2 4 6 8 Planning Department FORTWORTH
Miles 10/21/04- BK
Exhibit"D"
ANNUAL INCOME THRESHOLD
Year Following
the Year in which the Income Threshold
Completion 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
CIE "K
Economic Development Program Agreement PIK � n�va��
between City of Fort Worth and Trinity Bluff Development,Ltd.(4-Story Development)
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: 55SPINKS RAMP Page 1 of 2
TO Fund/Account/Centers FROM Fund/Account/Centers
Submitted for City Manager's Office by Dale Fisseler (6140)
Originating Department Head: Tom Higgins (6192)
Additional Information Contact: Jay Chapa (5804)
Mark Folden (8634)
Logname: 55SPINKS RAMP Page 2 of 2