HomeMy WebLinkAboutContract 36633 CITY SECRETARY
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ECONOMIC DEVELOPMENT PROGRAM AGREEMENT
This ECONOMIC DEVELOPMENT PROGRAM AGREEMENT
("Agreement") is entered into by and between the CITY OF FORT WORTH, TEXAS
(the "City"), a home rule municipal corporation organized under the laws of the State of
Texas, and CARLYLE/CYPRESS WEST 7TH9 LP ("Developer"), a Delaware limited
partnership.
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 or is under contract to purchase, or has control of design
and redevelopment rights on, approximately fifteen (15) acres of land in the City in the
vicinity of West 7th Street and University Drive (the "Development Property"), as more
specifically depicted and described in Exhibit "A", attached hereto and hereby made a
part of this Agreement for all purposes. The Development Property currently consists of
a mixture of vacant lots and buildings that, in most cases, are dilapidated.
B. Developer intends to cause construction of a mixed-use development on
the Development Property at three potential levels of investment (the Level 1
Development, the Level 2 Development and the Level 3 Development), each of which is
more specifically defined in Section 2 of this Agreement (generally and collectively
referred to hereafter as the "Development"). The proposed Development is generally
depicted in the schematic attached hereto as Exhibit "B", which is hereby made a part of
this Agreement for all purposes. Developer has represented to the City that the
Development will not be feasible financially without public assistance due to, among
other things, obsolete infrastructure on and around the Development Property; the need
for the construction of parking garages for the benefit of the Development (and not for
general public parking), which are necessary to achieve the public purpose of making the
Development more dense, consistent with recommendations set forth in the
Comprehensive Plan for mixed-use growth centers, as outlined more specifically in
Recital C hereof; the necessity of reconfiguring and/or relocating existing utility
facilities; the demolition of existing structures on the Development Property; and various
environmental issues.
C. The 2007 Comprehensive Plan, adopted by the City Council on February
20, 2007 pursuant to Ordinance No. 17413-02-2007 (the "Comprehensive Plan")
defines a mixed-use growth center as a relatively small urbanized area that contains a
a{oncentration of jobs, housing units, schools, parks and other public facilitie , public
transportation hubs and pedestrian activities. Among the potential benefits of iked-use
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growth centers cited by the Comprehensive Plan are economic development; the
development of multifamily housing at appropriate locations; efficiency in the provision
of public facilities and services; reduced reliance upon single-occupancy vehicles; and
the protection of the environment. Accordingly, the Comprehensive Plan cites the
promotion of mixed-use growth center development patterns as a goal that the City
should embrace. The Comprehensive Plan identifies the cultural district area of the City
as a regional mixed-use growth center. In 2001 the City Council selected West 7th Street
as one of eight commercial corridors in the City where revitalization efforts were most
needed and where use of public incentives could most sensibly be focused.
D. As recommended by the Comprehensive Plan and 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 11380 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
promoting mixed-use development in the Central City will further the goals espoused by
the Comprehensive Plan for positive growth in the City. In addition, the City Council has
determined that the 380 Program is an appropriate means to achieve the construction of
the Development, which the City Council has determined is 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 Development 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.
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:
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AGREEMENT
1. INCORPORATION OF RECITALS.
The City Council has found, 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:
380 Program has the meaning ascribed to it in Recital D.
Affiliate means (i) an entity to be formed by Developer to own the Development ;
(ii) all entities, incorporated or otherwise, under common control with, controlled by or
controlling Developer; and (iii) all entities, incorporated or otherwise, under common
control with, controlled by or controlling Cypress Equities, LLC, a Texas limited liability
company, and/or Carlyle Retail I, LLC, a Delaware limited liability company, and/or
Carlyle/Cypress Retail I, L.P., a Delaware partnership. For purposes of this definition,
"control" means fifty percent (50%) or more of the ownership determined by either value
or vote.
Affordable Housing Commitment has the meaning ascribed to it in Section 4.7.
Affordable Housing Units has the meaning ascribed to it in Section 4.7.
Certificate of Completion has the meaning ascribed to in Section 5.1.
Commercial means and includes retail, restaurant, theater, health club,
entertainment, and similar services.
Completion Date means the date on which the City receives Developer's Notice
of Completion.
Completion Deadline means December 31, 2011.
Comprehensive Plan has the meaning ascribed to it in Recital C.
Construction Costs means the aggregate of Hard Construction Costs, Hotel
Construction Costs, Tenant Improvement Costs, and the following costs directly
expended by Developer or by third parties other than Developer for the Development:
engineering fees; architectural and design fees; real estate commissions; costs of third
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party consultants, including attorneys and environmental consultants; developer fees;
zoning fees; insurance and taxes directly related to the construction of the Development;
and financing costs, including capitalized interest.
Development means the improvements constructed on the Development
Property, the entirety of which have certificates of occupancy, either temporary or final,
issued by the City as of the Completion Date, and which must, at a minimum, comprise
the Level 1 Development and may, at Developer's option, instead comprise the Level 2
Development or the Level 3 Development.
Development Personal Property Tax Revenues means ad valorem taxes on
Tangible Personal Property located on the Development Property that are received by the
City, minus $23,489.15, which amount equals the taxes payable on Tangible Personal
Property located on the Development Property for the 2007 tax year. With respect to
Tangible Personal Property leased by a Development Property User, Development
Personal Property Tax Revenues will include that portion of annual property tax paid by
the Development Property User, prorated on a daily basis, which is attributable to the
period during which the Development Property User was the lessee of such property.
The taxable appraised value of such Tangible Personal Property for any given tax year
will be established solely by the appraisal district that has jurisdiction over the
Development Property at the time.
Development Property has the meaning ascribed to it in Recital A.
Development Property User means any person or entity that has the legal right
to use all or occupy any portion of the Development for commercial, retail, residential or
other lawful purposes, including without limitation, Developer, its contractors and
subcontractors, and third party retail and commercial businesses, including the Hotel.
Development Real Property Tax Revenues means ad valorem taxes on the
Development Property and any improvements located thereon, minus $118,230.23, which
amount equals the taxes payable on the Development Property and any improvements
located thereon for the 2007 tax year. The taxable appraised value of the Development
Property and any improvements located thereon for any given year will be established
solely by the appraisal district that has jurisdiction over the Development Property at the
time.
Development Sales Tax Revenues means revenues received by the City from the
one percent (I%) available City sales tax that is presently in effect pursuant to Texas Tax
Code §§ 321.101(a) and 321.103, resulting from sales taxes collected by Developer and
other Developer Property Users on Sales transacted on the Development Property.
Development Sales Tax Revenues specifically excludes all revenues from (i) the Crime
Control District Sales Tax imposed by the City pursuant to Texas Tax Code § 323.105
and Texas Local Government Code § 363.005, as may be amended, and (ii) the Transit
Authority Sales Tax paid to the City by the Fort Worth Transportation Authority pursuant
to City Secretary Contract No. 19689, as previously or subsequently amended or restated,
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from the sales tax imposed by the Fort Worth Transportation Authority pursuant to Texas
Tax Code Chapter 322. If the City's sales tax rate is ever decreased to the extent that the
City receives available sales tax revenues based on less than a one percent (1%) sales tax,
then the meaning of Development Sales Tax Revenues shall automatically be adjusted to
equal that lesser percentage. If the City's sales tax rate is ever increased to the extent that
the City receives revenues from available sales tax pursuant to Texas Tax Code §§
321.101(a) and 321.103 and whose use is not controlled or regulated, in whole or in part,
by another governmental entity or authority or otherwise dedicated to a specific use by
the City, then Development Sales Tax Revenues shall be computed to reflect that
increased percentage.
Director means the director of the City's Economic and Community
Development Department.
Effective Date has the meaning ascribed to it in Section 3.
Employment Goal has the meaning ascribed to it in Section 4.4.
First Operating Year means the first full year following the year in which the
Completion Date occurs.
Fort Worth Certified M/WBE Company means a minority or woman-owned
business that (i) has received certification as either a minority business enterprise (MBE),
a woman business enterprise (WBE) or a disadvantaged business enterprise (DBE) by the
North Texas Regional Certification Agency (NTRCA); (ii) has a principal business office
located within the corporate limits of the City; and (iii) from such principal business
office performs a function or provides a service useful or necessary for the Development
for which Developer is also 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.
Fort Worth Construction Percentage has the meaning ascribed to it in Section
5.2.1.2.
Fort Worth Supply and Service Percentage has the meaning ascribed to it in
Section 5.2.1.4.
Fort Worth Supply and Service Spendiny, Commitment has the meaning
ascribed to it in Section 4.5.
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Hard Construction Costs means the aggregate of the following costs expended
or caused to be expended by Developer for the Development: actual site development and
construction costs, contractor fees, and the costs of supplies and materials, but excludes
land acquisition costs paid by Developer for the various parcels that make up the
Development Property. Hard Construction Costs specifically excludes Hotel
Construction Costs, Tenant Improvement Costs, and any Construction Costs expended
for the Development by third parties other than Developer and its contractors and
subcontractors.
Hotel means a full-service or limited-service building constructed on the
Development Property in which members of the public obtain sleeping accommodations
for consideration and shall include any appurtenant facilities located therein, such as
restaurants or retail establishments. If (i) residential apartments or condominiums are
located in the same building or (ii) the Hotel is located on a parcel of land within the
Development Property that is separate from the rest of the Development and that is
owned and operated by a person or entity other than Developer or an Affiliate, and
residential apartments or condominiums are located on the same parcel, then for purposes
of this Agreement such residential condominiums will be considered a part of the Hotel
and not as Residential Units.
Hotel Construction Costs means the following costs directly expended by third
parties other than Developer for the Hotel only and not for any other portion of the
Development: actual site development and construction costs, the costs of tenant finish-
outs, contractor fees, engineering fees, architectural and design fees, and insurance and
taxes directly related to the construction of the Development.
HUD means the United States Department of Housing and Urban Development or
successor agency.
Job means a job provided to an individual by a Development Property User on
the Development Property.
Level 1 Development means the expenditure of between $158,000,000.00 and
$178,000,000.00 in Construction Costs, as verified in the Certificate of Completion
issued by the City in accordance with Section 5.1, for construction on the Development
Property of, at a minimum, the following improvements: (i) at least 200,000 square feet
of Commercial space; (ii) Residential Units comprising at least 300,000 square feet; and
(iii) at least 80,000 square feet of office space, the entirety of which must have temporary
or final certificates of occupancy issued by the City.
Level 2 Development means the expenditure of between $178,000,001.00 and
$198,000,000.00 in Construction Costs, as verified in the Certificate of Completion
issued by the City in accordance with Section 5.1, for construction on the Development
Property of, at a minimum, the following improvements: (i) at least 200,000 square feet
of Commercial space; (ii) Residential Units comprising at least 300,000 square feet; (iii)
at least 80,000 square feet of office space; and (iv) a Hotel comprising at least 80,000
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square feet, the entirety of which must have temporary or final certificates of occupancy
issued by the City.
Level 3 Development means the expenditure $198,000,001.00 or more in
Construction Costs, as verified in the Certificate of Completion issued by the City in
accordance with Section 5.1, for construction on the Development Property of, at a
minimum, the following improvements: (i) at least 200,000 square feet of Commercial
space; (ii) Residential Units comprising at least 300,000 square feet; (iii) at least 180,000
square feet of office space; and (iv) a Hotel comprising at least 80,000 square feet, the
entirety of which must have temporary or final certificates of occupancy issued by the
City.
M/WBE Construction Commitment has the meaning ascribed to it in Section
4.3.
M/WBE Construction Pereentage has the meaning ascribed to it in Section
5.2.1.3.
M/WBE Supply and Service Pereentape has the meaning ascribed to it in
Section 5.2.1.5.
M/WBE Supply and Service Spending Commitment has the meaning ascribed
to it in Section 4.6.
Notice of Completion has the meaning ascribed to it in Section 4.8.2.2.
Overall Construction Percentage has the meaning ascribed to it in Section
5.2.1.1.
Program Cap means the maximum number of gross dollars comprising all
Program Grants that the City is required to pay Developer pursuant to this Agreement,
based on the Level of Development constructed on the Development Property, as
follows:
(a) If Developer achieved the Level 1 Development by the Completion Date,
as verified in the Certificate of Completion issued by the City in accordance with
Section 5.1, the Program Cap shall equal $25,280,000,00, gross.
(b) If Developer achieved the Level 2 Development by the Completion Date,
as verified in the Certificate of Completion issued by the City in accordance with
Section 5.1, the Program Cap shall equal $28,210,000.00, gross.
(c) If Developer achieved the Level 3 Development by the Completion Date,
as verified in the Certificate of Completion issued by the City in accordance with
Section 5.1, the Program Cap shall equal $31,280,000.00, gross.
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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 Source Funds means an amount of City funds available for inclusion in
a Program Grant that is payable in a given Program Year, which shall equal to seventy-
five percent (75%) of the Development Real Property Tax Revenues, plus seventy-five
percent (75%) of the Development Personal Property Tax Revenues, plus seventy-five
percent (75%) of the Development Sales Tax Revenues which were received by the City
during the Twelve-Month Period ending in the same Program Year in which the Program
Grant for that Program Year is payable.
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 first full calendar
year following the Completion Date (Program Year 1).
Records has the meaning ascribed to it in Section 4.9.
Residential Property Taxes means the amount of ad valorem taxes on all
Residential Units and condominiums on the Development Property (excluding the Hotel)
that are owed to the City for a given tax year.
Residential Units means residential rental apartments located anywhere on the
Development Property except the Hotel and shall not include residential condominiums.
Sales means all sales of merchandise (including gift and merchandise
certificates), services and other receipts whatsoever of all business conducted in, on or
from the Development Property, whether cash or credit, including mail, telephone,
telefax, telegraph, internet or catalogue orders received or filled at or from the
Development Property, deposits not refunded to purchasers, orders taken (although such
orders may be filled elsewhere), sales to employees, sales through vending machines or
other devices. Sales will not include (i) any sums collected and paid for any sales or
excise tax imposed by any duly constituted governmental authority, (ii) the exchange of
merchandise purchased on and returned to the Development Property, (iii) the amount of
returns to shippers and manufacturers or (iv) the sale of any Development Property
User's fixtures.
Second Operating Year means the second full year following the year in which
the Completion Date occurs.
Supply and Service Expenditures means all expenditures by Developer, whether
pursuant to a written contract or on an ad hoc basis, expended directly for the operation
and maintenance of the Development, including amounts paid to third parties for the
provision of personnel services, but excluding amounts paid for electric, gas, water and
any other utility services.
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Tangible Personal Property means personal property that is located on the
Development Property and is owned or leased by any Development Property User,
including, without limitation, inventory, fixtures, store signage, checkout stands,
computers, cash registers and security and communications systems.
Tenant Improvement Costs means all costs associated with the design,
construction, and fixturization within a tenant's premises, including, but not limited to,
architectural, contractor, and design fees, building materials and work on a tenant's
behalf, and other work performed within the tenant's premises along with the tenant's
permanent fixtures.
Term has the meaning ascribed to it in Section 3.
Twelve-Month Period means the period between February 1 of a given year and
January 31 of the following year.
3. TERM.
This Agreement shall be effective as of the date of execution by both parties (the
"Effective Date") and shall expire on the earlier of(i) the date as of which the City has
paid all Program Grants required hereunder or (ii) the date as of which the amount of
aggregate Program Grants paid by the City equals the Program Cap (the"Term").
4. DEVELOPER OBLIGATIONS, GOALS AND COMMITMENTS.
4.1. Real Property Improvements.
In accordance with the terms and conditions of this Agreement, by the
Completion Date Developer shall have achieved, at a minimum, the Level 1
Development. The Completion Date must occur on or before the Completion
Deadline.
4.2. Construction Spending Commitment for Fort Worth Companies.
By the Completion Date and regardless of the Level of the Development
achieved, Developer shall have expended or caused to be expended the greater of
(i) $22 million in Hard Construction Costs for the Development or (ii) thirty
percent (30%) of all Hard Construction Costs for the Development, regardless of
the total amount of such Hard Construction Costs, with Fort Worth Companies
(the "Fort Worth Construction Commitment").
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4.3. Construction Spending Commitment for Fort Worth Certified
M/WBE Companies.
By the Completion Date and regardless of the Level of the Development
achieved, Developer shall have expended or caused to be expended the greater of
(i) $18 million in Hard Construction Costs for the Development or (ii) twenty-five
percent (25%) of all Hard Construction Costs for the Development, regardless of
the total amount of such Hard Construction Costs, with Fort Worth Certified
M/WBE Companies (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.
4.4. Employment Goal.
From and after the Completion Date, Developer will use commercially
reasonable efforts to cause at least five (5) Jobs to be provided on the
Development Property(the "Employment Goal").
4.5. Supply and Service Spending Commitments for Fort Worth
Companies.
In the Second Operating Year and each calendar year thereafter,
Developer and Development Property Users, in the aggregate, shall spend at least
$100,000.00 in annual Supply and Service Expenditures with Fort Worth
Companies (the "Fort Worth Supply and Service Spending Commitment").
4.6. Supply and Service Spending Commitment for Fort Worth Certified
M/WBE Companies.
In the Second Operating Year and each calendar year thereafter,
Developer and Development Property Users, in the aggregate, shall spend at least
$75,000.00 in annual Supply and Service expenditures with Fort Worth Certified
M/WBE Companies (the "M/WBE Supply and Service Spending
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 Supply and Service Spending Commitment outlined in Section 4.5.
4.7. Affordable Housing Set-Aside.
From and at all times after the Completion Date, at least fifteen percent
(15%) of the Residential Units, regardless of the total number of such Residential
Units and regardless of the owner of record of any such Residential Units (the
"Affordable Housing Units"), shall be set aside for lease as quality affordable
housing in accordance with the provisions of this Section 4.7. At least one-third
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(1/3) of all Affordable Housing Units will be set aside exclusively for lease to
qualifying households whose adjusted incomes do not exceed HUD's then-current
sixty percent (60%) income limits for the Fort Worth-Arlington, TX HUD Metro
EMR Area at rents that do not exceed thirty percent (30%) of such adjusted
incomes. The remainder of the Affordable Housing Units will be set aside
exclusively for lease to qualifying households whose adjusted incomes do not
exceed HUD's then-current eighty percent (80%) income limits for the Fort
Worth-Arlington, TX HUD Metro EMR Area at rents that do not exceed thirty
percent (30%) of such adjusted incomes (all of the preceding in this Section 4.7,
the "Affordable Housing Commitment"). Developer will cooperate with the
City's Housing Department in reasonably publicizing the availability of the
Affordable Housing Units. For Developer's reference, HUD's 60% income limits
and 80% income limits for the Fort Worth, TX HUD Metro FMR area and an
example of the calculation of rent limits based on those income limits are attached
hereto as Exhibit "C" and are published annually by HUD (see www.hud.gov
and www.huduser.or ).
4.8. Reports and Filings.
4.8.1. Plan for Use of Fort Worth Certified M/WBE Companies.
Within thirty (30) calendar days following the Effective Date or
prior to the submission of an application by or on behalf of Developer for
a permit from the City to initiate any work on the Development (including
demolition work), whichever is earlier, Developer will file a plan with the
Director as to how Developer intends to meet the M/WBE Construction
Commitment and the M/WBE 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.
4.8.2. Construction Spending Reports.
4.8.2.1. 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
Director with a monthly report in a form reasonably acceptable to
the City that specifically outlines the then-current aggregate Hard
Construction Costs expended by and on behalf of Developer for
the Development as well as the then-current aggregate Hard
Construction Costs expended by and on behalf of Developer for
the Development with Fort Worth Certified M/WBE Companies.
Developer agrees to meet with the City's M/WBE Office and
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Minority and Women Business Enterprise Advisory Committee as
reasonably necessary for assistance in meeting or exceeding the
M/WBE Construction Commitment and to address any related
concerns that the City may have.
4.8.2.2. Notice of Completion and Final Construction
Report.
Developer shall submit a written notice to the
Director after certificates of occupancy, whether final or
temporary, have been issued by the City for all improvements
constructed on the Development Property that Developer intends to
complete by the Completion Deadline (the "Notice of
Completion"). The purpose of the Notice of Completion is to
allow the City (i) to assess whether Developer achieved at least the
Level 1 Development and, if so, what specific Level of
Development has been achieved; (ii) to assess the extent to which
Developer met the Fort Worth Construction Commitment and the
M/WBE Construction Commitment, and (iii) to establish the
Program Cap under this Agreement. The Notice of Completion
will include a final construction report in a form reasonably
acceptable to the Director that specifically outlines the total
Construction Costs and Hard Construction Costs expended for
improvements constructed on the Development Property, together
with supporting invoices and other documents necessary to
demonstrate that such amounts were actually paid, 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 Development with Fort Worth
Companies and Fort Worth Certified M/WBE Companies, together
with supporting invoices and other documents necessary to
demonstrate that such amounts were actually paid by Developer to
such contractors. Improvements constructed on the Development
Property that do not have certificates of occupancy, whether
temporary or final,for the entirety of such improvements as of
the date of the Notice of Completion (the Completion Date), and
any Construction Costs and Hard Construction Costs expended
for such improvements, shall not be considered for purposes of
determining the Level of Development constructed by Developer
or assessing the extent to which Developer met the Fort Worth
Construction Commitment or the MIWBE Construction
Commitment;provided, however, that improvements constructed
on the Development Property that do not have certificates of
occupancy, whether temporary or final,for the entirety of such
improvements as of the date of the Notice of Completion (the
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Completion Date) shall, for purposes of this Agreement, be
deemed to have certificates of occupancy so long as applications
for certificates of occupancy for the entirety of such
improvements were properly filed with the City at least two (2)
weeks prior to the Completion Date (and complete copies of such
applications are included with the Notice of Completion), and the
City has not responded to such applications as of the Completion
Date.
4.8.3. Annual Employment Report.
On or before February 1 of the year following the Completion Date
and of each year thereafter, in order for the City to assess the degree to
which Developer met the Employment Goal in the previous calendar year,
Developer shall provide the Director with a report in a form reasonably
acceptable to the City that sets forth the total number of individuals who
held Jobs on the Development Property as of December 1 (or such other
date requested by Developer and reasonably acceptable to the City) of the
previous year, together with reasonable supporting documentation. If
Developer failed to meet the Employment Goal in the previous calendar
year, Developer shall include an explanation as to why Developer believes
it did not meet the Employment Goal and the efforts that Developer
utilized to meet the Employment Goal.
4.8.4. Quarterly Supply and Service Spending Report.
Beginning with the first calendar quarter of the Second Operating
Year, within thirty (30) calendar days following the end of each calendar
quarter, Developer will provide the Director 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 Companies and 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 Fort Worth Supply and Service
Spending Commitment and the M/WBE Supply and Service Spending
Commitment for that year.
4.8.5. Annual Affordable Housing Report.
On or before February 1 of the year following the Completion Date
and of each year thereafter, in order for the City to assess the degree to
which Developer met the Affordable Housing Commitment in the
previous calendar year, Developer shall provide the Director with a report
in a form reasonably acceptable to the City that sets forth (i) the total
number of Residential Units on the Development Property (excluding the
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Hotel); (ii) the total number of Affordable Housing Units; (iii) the number
of Residential Units that were under lease at any time during the previous
calendar year; (iv) the number of Affordable Housing Units that were
under lease at any time during the previous calendar year; and (v) for each
Affordable Housing Unit that was under lease at any time during the
previous calendar year, sufficient documentation for the City to assess the
adjusted income of the tenant leasing such Affordable Housing Unit and
the amount of monthly rent paid by that tenant.
4.9. Audits.
The City will have the right throughout the Term to audit the financial and
business records of Developer that are 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
(collectively "Records"). Developer shall make all Records available to the City
at Developer's offices in the City 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. After issuance of the Certificate of
Completion in accordance with Section 5.1, the City will not request a review and
audit of the Records more than once in any calendar year.
5. CITY OBLIGATIONS.
5.1. Issuance of Certificate of Completion for Development.
Within sixty(60) calendar days following receipt by the City of the Notice
of Completion issued by Developer in accordance with Section 4.8.2.2, and
assessment by the City of the information contained therein, including the final
construction report for the Development, if the City is able to verify that, at a
minimum, the Level 1 Development occurred on or before the Completion Date
and that the Completion Date occurred on or before the Completion Deadline, the
Director will issue Developer a certificate stating the Level of Development that
Developer achieved, the amount of Construction Costs and Hard Construction
Costs expended on the Development expended on the Development, including
amounts expended specifically with Fort Worth Companies and Fort Worth
Certified M/WBE Companies, plus the amount of the Program Cap established
under this Agreement based on the Level of the Development that Developer
achieved (the "Certificate of Completion"). Notwithstanding anything to the
contrary herein, improvements constructed on the Development Property that
do not have certificates of occupancy, whether temporary or final, for the
entirety of such improvements as of the date of the Notice of Completion (the
Completion Date), and any Construction Costs and Hard Construction Costs
expended for such improvements, shall not be considered for purposes of
determining the Level of Development constructed by Developer or assessing
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Economic Development Program Agreement
between City of Fort Worth and Cypress Equities I,L.P.
the extent to which Developer met the Fort Worth Construction Commitment or
the M/WBE Construction Commitment; provided, however, that improvements
constructed on the Development Property that do not have certificates of
occupancy, whether temporary or final,for the entirety of such improvements
as of the date of the Notice of Completion (the Completion Date) shall, for
purposes of this Agreement, be deemed to have certificates of occupancy so long
as applications for certificates of occupancy for the entirety of such
improvements were properly filed with the City at least two (2) weeks prior to
the Completion Date (and complete copies of such applications are included
with the Notice of Completion), and the City has not responded to such
applications as of the Completion Date.
5.2. Pro;;ram Grants.
Subject the terms and conditions of this Agreement, provided that the
Level 1 Development occurred by the Completion Date and that the Completion
Date occurred on or before the Completion Deadline, Developer will be entitled
to receive from the City fifteen (15) annual Program Grants. The amount of each
Program Grant shall equal a percentage of the Program Source Funds available
for that Program Grant. This percentage is based on the extent to which
Developer meets the various construction and operational expenditures for the
Development, as more specifically set forth in Section 5.2.1. Program Grants
may be reduced or suspended if Developer fails in any given year to meet the
Affordable Housing Commitment, as more specifically set forth in Section 4.7.
Notwithstanding anything to the contrary herein, aggregate Program Grants
payable under this Agreement shall be subject to and shall not exceed the
Program Cap.
5.2.1. Calculation of Each Program Grant Amount.
Subject to the terms and conditions of this Agreement, the amount
of a given Program Grant shall equal the sum of the Overall Construction
Percentage, the Fort Worth Construction Percentage and the M/WBE
Construction Percentage, as defined in Section 5.2.1.1, 5.2.1.2 and 5.2.1.3,
respectively, plus, to the extent applicable, the Fort Worth Supply and
Service Percentage and the M/WBE Supply and Service Percentage, as
defined in Sections 5.2.1.4 and 5.2.1.5, respectively, multiplied by the
Program Source Funds available for that Program Grant.
5.2.1.1. Completion of Development (50%).
Each annual Program Grant shall include an amount
that is based on Developer's completion of the Development. If, at
a minimum, the Level 1 Development occurred by the Completion
Date and the Completion Date occurred on or before the
Completion Deadline, as confirmed by the City in the Certificate
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Economic Development Program Agreement
between City of Fort Worth and Cypress Equities I,L.P.
of Completion issued by the Director in accordance with Section
5.1, each annual Program Grant shall include fifty percent (50%)
of the Program Source Funds (the "Overall Construction
Percentage"). In no event will the Overall Construction
Percentage exceed fifty percent (50%). Notwithstanding anything
to the contrary herein, if the Level 1 Development did not occur by
the Completion Date or the Completion Date did 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 hereunder.
5.2.1.2. Fort Worth Construction Cost Spending (Up to
25% for Program Year 1; Up to 20%
Thereafter).
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 for the Program Grant payable in Program
Year 1 will equal the product of twenty-five percent (25%)
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 Development by the number of
dollars comprising the Fort Worth Construction Commitment, as
determined in accordance with Section 4.2. The Fort Worth
Construction Percentage for all subsequent Program Grants will
equal the product of twenty percent (20%) multiplied by the
percentage by which the Fort Worth Construction Commitment
was met, calculated in accordance with the preceding sentence.
For example (and not as a commitment or goal), if the Fort Worth
Construction Commitment is $40,000,000.00 and only
$32,000,000.00 in Hard Construction Costs were expended with
Fort Worth Companies by the Completion Date, the Fort Worth
Construction Percentage for the Program Grant payable in Program
Year 1 would be 20% instead of 25% (or .25 x [$32 million/$40
million], or .25 x .80, or .20), and the Fort Worth Construction
Percentage for all subsequent Program Grants would be 16%
instead of 20% (or .20 x [$32 million/$40 million], or .20 x .80, or
.16). If the Fort Worth Construction Commitment is met or
exceeded, the Fort Worth Construction Percentage will be twenty-
five percent (25%) for the Program Grant payable in Program Year
1 and twenty percent (20%) for all subsequent Program Grants. In
no event will the Fort Worth Construction Percentage exceed those
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Economic Development Program Agreement
between City of Fort Worth and Cypress Equities 1,L.P.
percentages for the respective Program Year in which a Program
Grant is payable.
5.2.1.3. Fort Worth M/WBE Construction Cost
Spending (Up to 25% for Prol4ram Year 1; Up to
20% Thereafter).
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 for the Program Grant payable in Program Year 1 will
equal the product of twenty-five percent (25%) 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 Development by the
number of dollars comprising the M/WBE Construction
Commitment, as determined in accordance with Section 4.3. The
M/WBE Construction Percentage for all subsequent Program
Grants will equal the product of twenty percent (20%) multiplied
by the percentage by which the M/WBE Construction
Commitment was met, calculated in accordance with the preceding
sentence. For example (and not as a commitment or goal), if the
M/WBE Construction Commitment is $32,000,000.00 and only
$24,000,000.00 in Hard Construction Costs were expended with
Fort Worth Certified M/WBE Companies by the Completion Date,
the M/WBE Construction Percentage for the Program Grant
payable in Program Year 1 would be 18.75% instead of 25% (or
.25 x [$24 million/$32 million], or .25 x .75, or .1875), and the
M/WBE Construction Percentage for all subsequent Program
Grants would be 15% instead of 20% (or .15 x [$24 million/$32
million], or .20 x .75, or .15). If the M/WBE Construction
Commitment is met or exceeded, the M/WBE Construction
Percentage will be twenty-five percent (25%) for the Program
Grant payable in Program Year 1 and twenty percent (20%) for all
subsequent Program Grants.
5.2.1.4. Fort Worth Supply and Service Spending (Up to
5% after Program Year 1).
Except for the Program Grant payable in Program
Year 1, each annual Program Grant shall include an amount that is
based on the percentage by which the Fort Worth Supply and
Service Spending Commitment, as outlined in Section 4.5, was met
(the "Fort Worth Supply and Service Percentage"). The Fort
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Q
Worth Supply and Service Percentage will equal the product of
five percent (5%) multiplied by the percentage by which the Fort
Worth Supply and Service Spending Commitment was met, which
will be calculated by dividing the actual Supply and Service
Expenditures made in the previous calendar year with Fort Worth
Companies by $100,000.00, which is the Fort Worth Supply and
Service Spending Commitment. For example (and not as a
commitment or goal), if only $90,000.00 in Supply and Service
Expenditures were made with Fort Worth Companies in the
previous calendar year, the Fort Worth Supply and Service
Percentage for the Program Grant payable in the following
Program Year (other than Program Year 1) would be 4.5% instead
of 5% (or .05 x [$90,000/$100,000], or .05 x .90, or .045). If the
Fort Worth Supply and Service Spending Commitment is met or
exceeded in any given year, the Fort Worth Supply and Service
Percentage for the Program Grant payable in the following
Program Year will be five percent (5%). Calculation of the
Program Grant payable for Program Year 1 does not include the
Fort Worth Supply and Service Percentage because the Fort Worth
Supply and Service Commitment does not apply to the First
Operating Year.
5.2.1.5. Fort Worth M/WBE Supply and Service
Spendiniz (Up to 5% after Program Year 1).
Except for the Program Grant payable in Program
Year 1, each annual Program Grant shall include an amount that is
based on the percentage by which the M/WBE Supply and Service
Spending Commitment, as outlined in Section 4.6, was met (the
"M/WBE Supply and Service Percentage"). The M/WBE
Supply and Service Percentage will equal the product of five
percent (5%) multiplied by the percentage by which the M/WBE
Supply and Service Spending Commitment was met, which will be
calculated by dividing the actual Supply and Service Expenditures
made in the previous calendar year with Fort Worth Certified
M/WBE Companies by $75,000.00, which is the M/WBE Supply
and Service Spending Commitment. For example (and not as a
commitment or goal), if only $60,000.00 in Supply and Service
Expenditures were made with Fort Worth Certified M/WBE
Companies in the previous calendar year, the M/WBE Supply and
Service Percentage for the Program Grant payable in the following
Program Year (other than Program Year 1) would be 4% instead of
5% (or .05 x [$60,000/$75,000], or .05 x .80, or .04). If the
M/WBE Supply and Service Spending Commitment is met or
exceeded in any given year, the M/WBE Supply and Service
Percentage for the Program Grant payable in the following
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Economic Development Program Agreement
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Program Year will be five percent (5%). Calculation of the
Program Grant payable for Program Year 1 does not include the
M/WBE Supply and Service Percentage because the M/WBE
Supply and Service Commitment does not apply to the First
Operating Year.
5.2.1.6. No Offsets.
A deficiency in attainment of one commitment may
not be offset by the exceeding attainment in another commitment.
For example, if in a given year Developer failed to meet the
M/WBE Supply and Service Spending Commitment by $5,000.00,
but exceeded the Fort Worth Supply and Service Spending
Commitment by $5,000.00, all Program Grants payable in the
following year would still be reduced in accordance with Section
5.2.1.5 on account of Developer's failure to meet the M/WBE
Supply and Service Spending Commitment.
5.2.2. Reductions to or Forfeiture of Program Grants for Failure to
Comply with Affordable Housing Commitment.
If the City determines that Developer has not complied with or is
not in compliance with the Affordable Housing Commitment, as outlined
in Section 4.7, 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 full amount of the Program Grant payable in the following year, and
(ii) if the Affordable Housing Commitment was not met for a portion of a
calendar year, then the amount of the Program Grant payable in the
following Program Year (as calculated in accordance with Section 5.2)
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.
Any Program Grant that is forfeited in a given Program Year pursuant to
this Section 5.2.2 shall nevertheless count as one of the fifteen (15) annual
Program Grants paid in accordance with this Section 5.2.
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Economic Development Program Agreement
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5.2.3. Reductions to Program Grants for Condominium Conversion
of Residential Units.
Developer understands and agrees that full Program Grants are
payable under this Agreement only to the extent that all Residential Units
are exclusively rental apartments and not condominiums.
Notwithstanding anything to the contrary herein (but subject to the last
sentence of this Section 5.2.3), if any Residential Units are converted to
condominiums, for the remainder of the Term each Program Grant
payable in accordance with this Agreement shall be reduced by an amount
equal to all Residential Property Taxes owed for the previous tax year, but
the amount of any such reduction shall nevertheless be included in
calculating the Program Cap. For example, if one-third (1/3) of the
Residential Units are converted to condominiums in 2015, the Program
Grant otherwise payable in 2016 shall be reduced by an amount equal to
all Residential Property Taxes owed for the 2015 tax year. Therefore, by
way of example only, if the Residential Property Taxes owed for the 2015
tax year equals $500,000.00, and the Program Grant otherwise payable in
2016 would have been $3 million, the actual Program Grant payable in
2016 would be $2.5 million, but for purposes of calculating the Program
Cap, the City will be credited for having made a Program Grant payment
of $3 million. If all Residential Units that were converted to
condominiums are subsequently leased as rental apartments by Developer
or a successor in interest hereunder, then this Section 5.2.3 shall not apply
to a Program Grant payable in a given Program Year so long as all
Residential Units were used exclusively as rental apartments for the
entirety of the previous calendar year.
5.2.4. Program Cap.
Once the City has paid Developer aggregate Program Grants equal
to the Program Cap, this Agreement shall terminate. If in any Program
Year the amount of a Program Grant would cause the aggregate Program
Grants paid by the City pursuant to this Agreement to exceed the Program
Cap, the amount of the Program Grant payable in that Program Year shall
equal the difference between the aggregate of all Program Grants paid by
the City as of the previous Program Year and the Program Cap, and this
Agreement shall terminate upon payment of such Program Grant.
5.2.5. Deadline for Payments and Source of Funds.
The first Program Grant payable hereunder (in other words, the
Program Grant payable for Program Year 1) shall be paid by the City on
or before June 1 of (i) the Second Operating Year or (ii) the First
Operating Year if requested by Developer in writing within sixty (60)
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Economic Development Program Agreement
between City of Fort Worth and Cypress Equities I,L.P.
calendar days following the Completion Date and the City, taking into
consideration its current fiscal year budget and following fiscal year
budget planning, provides Developer with written consent to such request.
Each subsequent annual Program Grant payment will be made by the City
to Developer on or before June 1 of the Program Year in which such
payment is 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 Real Property
Tax Revenues, Development Personal Property Tax Revenues or
Development Sales Tax Revenues. Developer understands and agrees that
any revenues of the City other than those dedicated for payment of a given
annual Program Grant pursuant to 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 serve as the basis for
calculating the amount of any future Program Grant or other obligation to
Developer.
6. DEFAULT, TERMINATION AND FAILURE BY DEVELOPER TO MEET
VARIOUS DEADLINES AND COMMITMENTS.
6.1. Failure to Complete Development.
If Developer fails to achieve, at a minimum, the Level 1 Development by
the Completion Deadline, the City shall have the right to terminate this
Agreement by providing written notice to Developer without further obligation to
Developer hereunder.
6.2. Failure to Pay City Taxes.
An event of default shall occur under this Agreement if any City taxes
owed on the Development Property by Developer or an Affiliate or arising on
account of Developer's or an Affiliate's operations on the Development Property
become delinquent and Developer or the Affiliate 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.
6.3. Violations of City Code, State or Federal Law.
An event of default shall occur under this Agreement if any written
citation is issued to Developer or an Affiliate due to the occurrence of a violation
of a material provision of the City Code on the Development Property or on or
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Economic Development Program Agreement
between City of Fort Worth and Cypress Equities I,L.P.
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
Developer or an Affiliate, or any successor in interest thereto; any third party with
access to any portion of the Development Property owned or operated by
Developer or an Affiliate pursuant to the express or implied permission of
Developer or an Affiliate, or any successor in interest thereto; or the City is in
violation of any material state or federal law, rule or regulation on account of any
portion of the Development Property owned or operated by Developer or an
Affiliate, or on account of improvements owned or operated by Developer or an
Affiliate or any operations therein on the Development Property (including,
without limitation, any violations related to the environmental condition of any
portion of the Development Property owned or operated by Developer or an
Affiliate; the environmental condition of other land or waters which is attributable
to operations on any portions of the Development Property owned or operated by
Developer or an Affiliate; or to matters concerning the public health, safety or
welfare). Upon the occurrence of any default described by this Section 6.3, 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
days, then such amount of time as is reasonably 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.
6.4. Failure to Meet Construction Cost Spending, Supply and Service
Spending and/or Affordable Housing Commitments; Failure to Meet
Employment Goal.
If Developer fails to meet the Fort Worth Construction Commitment or the
M/WBE Construction Commitment, or if Developer fails to meet the Fort Worth
Supply and Service Spending Commitment or the M/WBE Supply and Service
Spending Commitment in any given year, such event shall not constitute a default
hereunder or provide the City with the right to terminate this Agreement, but,
rather, shall only cause the amount of the Program Grants that the City is required
to pay pursuant to this Agreement to be reduced in accordance with this
Agreement. If Developer fails to meet the Affordable Housing Commitment in
any given year, such event shall not constitute a default hereunder or provide the
City with the right to terminate this Agreement, but, rather, shall only cause the
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Economic Development Program Agreement
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Program Grant payment that would otherwise have been payable in the following
Program Year to be forfeited or reduced in accordance with this Agreement. If
Developer fails to meet the Employment Goal in any given year, such event shall
not constitute a default hereunder and shall not cause the amount of the Program
Grant that the City is required to pay in the following Program Year to be
reduced.
6.5. Failure to Submit Reports.
Without limiting the application of Section 6.6, if Developer fails to
submit any report required by and in accordance with Section 4.8, the City's
obligation to pay any Program Grants at the time, if any, shall be suspended until
Developer has provided all required reports.
6.6. 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 and such breach remains uncured after thirty (30) 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,
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.
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Economic Development Program Agreement
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8. INDEMNIFICATION.
DEVELOPER, AT NO COST TO THE CITY, AGREES TO DEFEND,
INDEMNIFY AND HOLD THE CITY, ITS OFFICERS, A GENTS 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 DEVELOPMENT AND ANY
OPERATIONS AND ACTIVITIES THEREON OR OTHERWISE TO 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 Carlyle/Cypress West 7th, LP
Attn: City Manager Attn: Russell Shelton
1000 Throckmorton 15601 Dallas Parkway, Suite 400
Fort Worth,TX 76102 Addison, TX 75002
with copies to: with a copy to:
the City Attorney and Dee Finley
Economic/Community Development Harris, Finley&Bogle
Director at the same address 777 Main Street, Suite 3600
Fort Worth, TX 76102
10. ASSIGNMENT AND SUCCESSORS.
Developer may at any time assign, transfer or otherwise convey any of its rights
or obligations under this Agreement to an Affiliate that is in good standing to do business
in the State of Texas, as determined by the Texas Secretary of State, without the approval
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Economic Development Program Agreement
between City of Fort Worth and Cypress Equities I,L.P.
of the City so long as Developer, the Affiliate and the City first execute an agreement
under which the Affiliate agrees to assume and be bound by all covenants and obligations
of Developer under this Agreement. Otherwise, Developer may not assign, transfer or
otherwise convey any of its rights or obligations under this Agreement to any other person
or entity 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 to assume and be bound by 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.
12. GOVERNMENTAL POWERS.
It is understood that by execution of this Agreement, the City does not waive or
surrender any of its 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.
1f 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
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Economic Development Program Agreement
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Texas —Fort Worth Division. This Agreement shall be construed in accordance with the
laws of the State of Texas.
15. SEVERASILITY.
If any provision of this Agreement is held to be invalid, illegal or unenforceable,
the validity, legality and enforceability of the remaining provisions shall not in any way
be affected or impaired.
16. 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.
17. 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, strike, inclement weather, shortages or unavailability of labor or materials,
unreasonable delays by the City (based on the then-current workload of the City
department(s) responsible for undertaking the activity in question) in issuing any permits,
consents, or certificates of occupancy or conducting any inspections of or with respect to
the Development, 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 Development by the Completion Deadline shall not be deemed to be an event of force
majeure and that this Section 16 shall not operate to extend the Completion Deadline in
such an event.
18. 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.
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Economic Development Program Agreement
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19. CAPTIONS.
Captions and headings used in this Agreement are for reference purposes only and
shall not be deemed a part of this Agreement.
20. MUTUAL ASSISTANCE.
In the event that the City cannot pay Program Grants as provided by this
Agreement on account of a change in applicable law, or in the event that, solely due to a
reduction or reductions by operation of Texas law in the City's real property tax rate,
Tangible Personal Property tax rate or sales tax rates (and not due to a reduction in such
rates unilaterally adopted by the City Council), it appears for the then-foreseeable future
that the Program Grants paid hereunder will be materially less than those that would have
been payable based on the applicable tax rates that were in effect on the Effective Date,
then the City and Developer agree to negotiate in good faith a remedy that preserves the
intent of the parties hereunder as much as reasonably possible, with the understanding
that any amendment to this Agreement must be approved by the City Council.
21. ENTIRETY OF AGREEMENT.
This Agreement, including any exhibits attached hereto and any documents
incorporated herein by reference, contains the entire understanding and agreement
between the City and Developer, and any lawful assign and successor of Developer, as to
the matters contained herein. Any prior or contemporaneous oral or written agreement is
hereby declared null and void to the extent in conflict with any provision of this
Agreement. Notwithstanding anything to the contrary herein, this Agreement shall not be
amended unless executed in writing by both parties and approved by the City Council of
the City in an open meeting held in accordance with Chapter 551 of the Texas
Government Code.
21. 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 IMMEDIATELY FOLLOW ON NEXT PAGE]
Page 27
Economic Development Program Agreement
between City of Fort Worth and Cypress Equities 1,L.P. w��l' ;: US � F;j
CITY OF FORT WORTH: APPROVED AS TO FORM AND
LEGALITY:
By: By: 6
Tom Higgins Peter Vaky
Acting Assistant City Manager Assistant City Aromey,
Date:- M&C: C-222V 07-bd-07
CARLYLE/CYPRESS WEST 7TH,LP, Attested By.
a Delaware limited partnership: `
1 VA
�t�ty
By: Carlyle/Cypress West 7th GP, LLC,
Hercir
a Delaware limited liability company,
its General Partner
By: Carlyle/Cypress Retail I, L.P.,
a Delaware limited partnership,
its Sole Member
By: Cypress Equities, LLC,
a Texas limited liability company,
its General Partner
By: Z-
Na e: Brian Parro
Title: Vice Pr"dent/CFO
Date: 7-1 l l 1 J S
Page28 V'iU �V�6il '1:5Coil
Economic Development Program Agreement
between City of Fort Worth and Cypress Equities I,L.P.
EXHIBITS
"A"—Description and Map Depicting the Development Property
"B"—Depiction of Development
"C" —Calculation of Affordable Housing Requirements
EXHIBIT A
to
Economic Development Program Agreement
Lots 3-5; Lots 16-20, Block 11, Van Zandt#1 Addition, an addition to the City of Fort Worth,
Texas.
Lots 1-3; Lots 18-20, Block 10, Van Zandt#1 Addition, an addition to the City of Fort Worth,
Texas.
Lots 11-13, Block 9, Van Zandt#1 Addition, an addition to the City of Fort Worth, Texas.
Trs 1A, Josiah MC Lynch Survey A 955, Tarrant County, Texas.
Lot 1, Block 1, Brantley Draughon College Addition, an addition to the City of Fort Worth,
Texas.
Tr lA09, Josiah MC Lynch Survey A 955, Tarrant County, Texas.
Lot 1, Block 2, Woolery Addition, an addition to the City of Fort Worth, Texas
221459v1 Exhibit A,Page 1 of 7
STATE OF TEXAS
COUNTY OF TARRANT
WHEREAS, STATE OF TEXAS
COUNTY OF TARRANT
WHEREAS, Carlyle/Cypress West 7th is the owner of an that certain tract, parcel or lots of land out of
Lots 8 thru 18, Block 1, VAN ZANDT S PARK ADDITION, an addition to the City of Fort Worth, Tarrant
County, Texas according to the plat thereof recorded in Volume 204-A, Page 81, Plat Records of Tarrant
County, Texas and that portion of an alley vacated by City Ordinance No. 2252 and recorded in Volume
1715, Page 594, Deed of Records, Tarrant County, Texas and described by deeds recorded in Volume
14253, page 204, Volume 10841, Page 2335, Deed Records of Tarrant County, Texas and more
particularly described as follows:
BEGINNING at a point for corner that is the intersection of the west right-of-way line of Norwood Street
with the south right-of-way line of West 7th Street; and having Texas Coordinate System, 1983-2003
datum, North Central Zone of x=2318873.09 and y=6958063.31 feet;
THENCE: with the west right-of-way line of Norwood Street, S 0°11'57"W, a distance of 276.19 feet to a
point for corner at the intersection of the north right-of-way line of Crockett Street;
THENCE: with the north right-of-way line of Crockett Street, N 89°4654" W, a distance of 422.66 feet to
a five-eights inch iron rod found in the southeast right-of-way line of University Drive as described by
deed recorded in Volume 1276, Page 82, Deed Records of Tarrant County, Texas; and having Texas
Coordinate System, 1983-2003 datum, North Central Zone Coordinate of x= 2318449.48 and y=
6957788.73 feet;
THENCE: with the southeast right-of-way line of University Drive described by the deed recorded in
Volume 1276, Page 82, Deed of Records, Tarrant County, Texas, N 24°21'04" E, a distance of 15 1.10
feet to a one-half inch iron rod found in the center of a vacated easement described by deed recorded in
Volume 1715, Page 594, Deed of Records, Tarrant County, Texas and in the south line of a tract
described by deed recorded in County Clerks File No. D202316167, Deed of Records, Tarrant County,
Texas;
THENCE: leaving the said southeast right-of-way of University Drive, and with the center of the vacated
alley and the said common line, S 89°48'49"E, a distance of 261.35 feet to a five-eights inch pipe found
for corner,
THENCE: leaving the said vacated alley centerline, N 0°11'57"E, a distance of 138.15 feet to a point for
corner in the south right-of-way line of West 7th Street and the common corners of Lots 7 and 8, Block 1,
VAN ZANDT'S PARK ADDITION;
THENCE: with the south right-of-way line of West 7th Street, S 89°46 54"E, a distance of 99.48 feet to
the place of beginning and containing 1.557 acres of land more or less as surveyed by John nall jr rpls
#1970 during the month of May and June 2007. Bearings, Distances and Coordinates shown hereon are
grid per the Texas Coordinate System. To obtain surface distances, multiply by 1.00011364 the
distances shown. See TNRC5200a.
221459v1 Exhibit A,Page 2 of 7 "�f� ..
jv v���� U•.
1
STATE OF TEXAS
COUNTY OF TARRANT
WHEREAS, Carlyle/Cypress West 7th LLC is the owner of all that certain tract, parcel or lots of land out
of Lot 1R Block 2, VAN ZANDTS PARK ADDITION, an addition to the City of Fort Worth, Tarrant
County, Texas according to the revised plat thereof recorded in Cabinet B, Slide 2260, Plat Records of
Tarrant County, Texas and that portion of an alley vacated by City Ordinance No. 14678 and further
described as Tract 9 by deed recorded in County Clerks file No. D207022431, Deed Records of Tarrant
County, Texas and more particularly described as follows:
BEGINNING at a point for corner that is the intersection of the west right-of-way line of Currie Street with
the south right-of-way line of West 7th Street, and having Texas Coordinate System, 1983-2003 datum,
North Central Texas Zone of x=2318933.09 and y=6958063.08 feet;
THENCE: with the west right-of-way line of Currie Street, S 0 012'22" W, a distance of 276.19 feet to a
point for corner at the intersection of the north right-of-way line of Crockett Street;
THENCE: with the north right-of-way line of Crockett Street, N 89°4654" W, a distance of 500.31 feet to
a point for corner in the east right-of-way line of Norwood Street, and having Texas Coordinate System,
1983-2003 datum, North Central Zone Coordinate of x= 2319432.43 and y=6957784.99 feet,-
THENCE: with the east right-of-way line of Norwood Street, N 0°11'57"E, a distance of 276.19 feet to a
point for corner in the south right-of-way of West 7th Street;
THENCE: with the south right-of-way line of West 7th Street, S 8904654"E, a distance of 500.34 feet to
the place of beginning and containing 3.173 acres of land more or less as surveyed by john nall jr rols
#1970 during the month of May and June 2007. Bearings, Distances and Coordinates shown hereon are
grid per the Texas Coordinate System. To obtain surface distances, multiply by 1.00011364 the
distances shown. See TNRC5200a. Areas shown are surface.
221459v1 Exhibit A,Page 3 of 7
STATE OF TEXAS
COUNTY OF TARRANT
WHEREAS, Carlyle/Cypress West 7th LLC is the owner of all that certain tract, parcel or lots of land out
of Lots 1R Block 3, VAN ZANDTS PARK ADDITION, an addition to the City of Fort Worth, Tarrant
County, Texas according to the revised plat thereof recorded in Cabinet B, Slide 2259, Plat Records of
Tarrant County, Texas and that portion of an alley vacated by City Ordinance No. 14678 and further
described by deeds recorded in County Clerks file No. D207022431, and D207066656, Deed Records of
Tarrant County, Texas and more particularly described as follows:
BEGINNING at a point for corner that is the intersection of the east right-of-way line of Currie Street with
the south right-of-way line of West 7th Street;and having Texas Coordinate System, 1983-2003 datum,
North Central Texas Zone of x=2319493.42 and y=6958060.95 feet;
THENCE: with the east right-of-way line of Currie Street, S 0 012'22"W, a distance of 276.19 feet to a
point for corner at the intersection of the north right-of-way line of Crockett Street;
THENCE: with the north right-of-way line of Crockett Street, S 89°4654"E, a distance of 500.31 feet to
a point for corner in the west right-of-way line of Foch Street; and having Texas Coordinate System,
1983-2003 datum, North Central Zone Coordinate of x= 2319992.97 and y=6957782.85 feet;
THENCE: with the west right-of-way line of Foch Street, N 0 013'36"E, a distance of 276.19 feet to a point
for corner in the south right-of-way of West 7th Street;
THENCE: with the south right-of-way line of West 7th Street, N 89 04654"W, a distance of 500.65 feet to
the place of beginning and containing 3.173 acres of land more or less as surveyed by John nall jr rpls
#1970 during the month of May and June 2007. Bearings, Distances and Coordinates shown hereon are
grid per the Texas Coordinate System. To obtain surface distances, multiply by 1.00011364 the
distances shown. See TNRC5200a. Areas shown are surface.
221459v1 Exhibit A,Page 4 of 7
STATE OF TEXAS
COUNTY OF TARRANT
WHEREAS, Carlyle/Cypress West 7th LLC is the owner of all those certain tract, parcel or lots of land
known as Lots 1 thru 7, Block 8, VAN ZANDT'S PARK ADDITION, an addition to the City of Fort Worth,
Tarrant County, Texas according to the plat thereof recorded in Volume 204-A, Page 81, Plat Records of
Tarrant County, Texas and described by deeds recorded in County Clerks file No. D207022431, Deed
Records of Tarrant County, Texas and more particularly described as follows:
BEGINNING at a point for corner that is the intersection of the east right-of-way line of Currie Street with
the south right-of-way line of Crockett Street; and having Texas Coordinate System, 1983-2003 datum,
North Central Texas Zone of x=2319492.21 and y=6957724.77 feet;
THENCE: with the south right-of-way line of Crockett Street, S 89 04654"E, a distance of 350.37 feet to a
point for corner at the northwest corner of Lot 8, Block 8;
THENCE: leaving the south right-of-way line of Crockett Street and with the west line of Lot 8, S 00
13'092" W, a distance of 130.05 feet to a point for corner in the north right-of-way line of an alley, and
having Texas Coordinate System, 1983-2003 datum, North Central Texas Zone of x=2319842.08 and
y=6957593.38 feet;
THENCE: with the north alley right-of-way line, N 89°4654" W, a distance of 350.34 feet to a point for
corner in the east line of right-of-way line of Currie Street;
THENCE:with the east right-of-way line of Currie Street, N 0 012'22"E, a distance of 130.05 feet to the
place of beginning and containing 1.055 acres of land more or less as surveyed by John pall jr rols#1970
during the month of May and June 2007 Bearings, Distances and Coordinates shown hereon are grid
per the Texas Coordinate System. See TNRC5200a. Areas shown are surface.
221459vl Exhibit A,Page 5 of 7
STATE OF TEXAS
COUNTY OF TARRANT
WHEREAS, CarlylelCypress West 7th LLC is the owner of all that certain tract, parcel or lots of land that
are Lots 1 thru 10 and Lots 13 thru 20, Block 9, VAN ZANDT'S PARK ADDITION, an addition to the
City of Fort Worth, Tarrant County, Texas according to the plat thereof recorded in Volume 204A, Page
81, Plat Records of Tarrant County, Texas and that portion of an alley vacated by City Ordinance No.
yyyyy and recorded in Volume xxxx, Page aaa, Deed of Records, Tarrant County, Texas and described
as Tracts 1,11,12,13 by deed recorded in County Clerks file No. D207022431, D207052226, and
D204241606, Deed Records of Tarrant County, Texas and more particularly described as follows:
BEGINNING at a point for corner that is the intersection of the east right-of-way line of Norwood Street
with the south right-of-way line of Crockett Street; and having Texas Coordinate System, 1983-2003
datum, North Central Texas Zone of x=2318931.92 and y=6957726.92 feet;
THENCE: with the north right-of-way line of Crockett Street, S 89 04654"E, a distance of 500.30 feet to a
point for corner in the west right-of-way line of Currie Street;
THENCE: with the west right-of-way line of Currie Street, S 0 012'22" W, a distance of 130.05 feet to a
point for corner in the north right-of-way of an alley in Block 9; and having Texas Coordinate System,
1983-2003 datum, North Central Zone Coordinate of x=2319431.56 and y= 6957578.87 feet;
THENCE. with the said north alley right-of-way line, N89 04654" W, a distance of 100.06 feet to a point
for corner, at the common corners of Lots 8 and 9, Block 9;
THENCE: leaving the said alley right-of-way line, S 0 012'22" W, a distance of 146.05 feet to a point for
corner at the common corners of Lots 12 and 13, Block 9 and in the north right-of-way line of Morton
Street;
THENCE: with the north right-of-way line of Morton Street, N 89°4652" W, a distance of 400.22 feet to
the intersection of the east line of Norwood Street,
THENCE:with the said east right-of-way line of Norwood Street, N 0°11'57"E, a distance of 276.10 feet
to the place of beginning and containing 2.836 acres of land more or less as surveyed by john nail jr rols
#1970 during the month of May and June 2007. Bearings, Distances and Coordinates shown hereon are
grid per the Texas Coordinate System. To obtain surface distances, multiply by 1.00011364 the
distances shown. See TNRC5200a. Areas shown are surface.
221459v1 Exhibit A,Page 6 of 7
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Exhibit"B"
Depiction of Development
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Exhibit "C"
Calculation of Affordable Housing Requirements
2007 HOME PROGRAM RENT LIMITS AND
2007 INCOME LIMITS FOR THE
FORT WORTH-ARLINGTON,TX HUD METRO FMR AREA
Calculation of Affordable Housing Requirements
1 PERSON 2 PERSON 3 PERSON 4 PERSON 5 PERSON 6 PERSON 7 PERSON 8 PERSON
Fort Worth-Arlingotn,TX HUD Metro FMR
30%LIMITS $13.950 $15,950 $17,950 $19,950 $21,550 $23,150 $24,750 $26,350
VERY LOW INCOME $23,300 $26,600 $29,950 $33,250 $35,900 $38,550 $41,250 $43,900
60%LIMITS $27,960 $31,920 $35,940 $39,900 $43,080 $46,260 $49,500 $52,680
LOW INCOME $37 250 $42 550 $47,900 $53 200 $57 450 $61 700 $65 950 $70 200
Examples:
1) 80% of Median Household Income (LOW INCOME)
• 1 person
O Income Limit-$35,500
O Rent Limit-
■ $35,500 * .3= $10,650 Total Yearly Maximum
■ $10,650/12 = $887.50 Maximum Monthly Rent
2) 60% of Median Household Income (60% LIMITS)
• 1 person
o Income Limit- $26,640
o Rent Limit-
■ $26,640 * .3 = $7,992 Total Yearly Maximum
■ $7,992/12 = $666 Maximum Monthly Rent
1 U.S.Department of HUD 03/2007,Fort Worth-
Arlington,TX HUD Metro FMR Area
EXHIBIT "C" " � • "i'l ' �C `�'iL' i
,- c
FY 2007 Income Limits Documentation System--Summary for Fort Worth-Arlington,T... Page 1 of 2
FY 2007 Income Limits Documentation
System
FY 2007 Income Limits Summary
Fort Worth Arlington, TX HUD Metro FMR Area
FY 2007 FY 2007
Income Median Income 1 2 3 4 5 6
Limit Incczmg Limit Person Person Person Person Person Person
Area Category
Very Lowy
50 O $22,200 $25,350 $28,550 $31,700 $34,250 $36,750
Income
Limiias
Fort Extremel}t
Worth LOW
-
Arlington, $60 600 (100
TX HUD $13,300 $15,200 $17,100 $19,000 $20,500 $22,050
I G� orrte
Metro i its
FMR Area
l.�
$35,500 $40,550 $45,650 $50,700 $54,750 $58,800
Income
Limits
The Fort Worth-Arlington,TX HUD Metro FMR Area contains the following areas: Johnson County, TX; Parker
County,TX;and Tarrant County,TX.
Income Limit areas are based on FY 2007 Fair Market Rent(FMR) areas. For a detailed
account of how this area is derived please see our associated FY 2007 Fair Market Rent
documentation system.
Other HUD Metro FMR Areas in the Same MSA
Select another FY 2007 HMFA Income Limit area that is a part of the Dallas-Fort Worth-
Arlington,TX MSA
Dallas,TX HUD Metro FMR Area .
Sele t>FiM1=�`":lneome�Li"'ttsAre�
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Page 1 of 2
City of Fort Worth, Texas
Mayor and Council Communication
COUNCIL ACTION: Approved on 7/10/2007
DATE: Tuesday, July 10, 2007
LOG NAME: 17RVRPLZAXAGR REFERENCE NO.: C-22239
SUBJECT:
Authorize Execution of Economic Development Program Agreement with Trademark Property
Group, Related to a Mixed-Use Project to be Constructed at the Intersection of South University
Drive and River Run
RECOMMENDATION:
It is recommended that the City Council:
1. Authorize the City Manager to execute an Economic Development Program Agreement with Trademark
Property Company (subject to subsequent, non-material changes agreed to by the parties) related to a
mixed-use project to be constructed at South University Drive and River Run; and
2. Find that the terms and conditions of the Agreement, as outlined below and in the Agreement, constitute
a custom-designed economic development program, as recommended by the 2007 Comprehensive Plan
and authorized by Chapter 380 of the Texas Local Government Code.
DISCUSSION:
Under the proposed Economic Development Program Agreement, Trademark Property Group (Developer),
has committed to construct a mixed-use development consisting of for sale residential units, office space,
retail space, and a hotel on property near the intersection of South University Drive and River Run.
In exchange for achieving the specified investment levels, the Developer will be eligible to receive up to 15
annual economic development grants, equal to 75 percent of incremental real and business personal
property taxes paid to the City; and 75 percent of the City's one percent incremental sales tax.
The amounts of the grants will be tied to the investment level achieved by the Developer. The minimum
investment and maximum incentive schedule are summarized as follows:
Investing between $50,000,000 and $63,500,000 will result in total possible maximum grants of$6,691,549.
Investing between $63,500,001 and $81,500,000 will result in total possible maximum grants of$9,270,837.
Investing in excess of$81,500,001 will result in total possible maximum grants of$12,133,062.
All investment criteria are exclusive of land costs, but include hard and soft construction costs.
Failure to meet a minimum investment of $50,000,000 is a condition of default and the agreement will be
terminated. The Developer will not be eligible to receive the proposed grants until fagade and site plan
improvements are approved by the Central City Revitalization and Economic Development (CCRED)
Committee. CCRED approval of the proposed fagade and site plan improvements must be obtained prior to
any work on the project.
If the Developer meets the minimum investment commitments for the project, the Developer will be entitled
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to receive 50 percent of the possible maximum grants. To receive the maximum incentives, however, the
Developer must also spend 30 percent of hard construction costs with Fort Worth contractors, and 25
percent of the hard construction costs with certified Fort Worth M/WBE contractors. In addition, the
Developer must spend at least $50,000 on annual discretionary service and supply contracts with Fort
Worth contractors and at least $35,000 with certified Fort Worth M/WBE contractors.
If the Developer fails to meet these additional commitments, the grants will be reduced by the following
percentages from the maximum according to the following schedule: in year one of the grant term, 30
percent for failure to meet the requirement for spending on hard construction costs with Fort Worth
companies; in year one of the grant term, 20 percent for failure to meet the requirement for spending on
hard construction costs with Fort Worth M/WBE companies; starting in year two of the agreement, 15
percent for failure to meet the requirement for annual discretionary service and supply contracts with Fort
Worth companies; and starting in year two of the grant term 10 percent for failure to meet the requirement
for annual discretionary service and supply contracts with Fort Worth M/WBE companies. The incentive for
construction and service and supply components for Fort Worth and Fort Worth M/WBE will be reduced
proportionally based on the amount by which these commitments are not met.
The Developer will not be eligible for incentive funding this fiscal year. They are estimated to be eligible for
the incentive in 2011 due to the best information we have on construction plans. At that time, funding will be
appropriated.
The River Plaza Development is located in COUNCIL DISTRICT 9.
FISCAL INFORMATION/CERTIFICATION:
The Finance Director certifies that the terms of this agreement may provide incentives to Trademark
Property Group not to exceed the specified maximums. The incentives are calculated to be less than the
additional revenue received from incremental taxes paid to the City.
TO Fund/Account/Centers FROM Fund/Account/Centers
Submitted for City Manager's Office by: Dale Fisseler (6266)
Originating Department Head: Tom Higgins (6192)
Additional Information Contact: Jay Chapa (5804)Mark Folden (8634)
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