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CONTRACT No
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 VILLAGE AT CAMP BOWIE I, L.P. ("Developer"), a Texas 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 approximately 7.2 acres of land in the southwest portion
of the City just south of Camp Bowie Boulevard generally flanked by Sunset Drive on
the north and Waverly Way on the south (the "Development Property"). The
Development Property is specifically described in Exhibit "A", attached hereto and
hereby made a part of this Agreement for all purposes.
B. Developer has already expended approximately $13 million for renovation
and update of approximately 121,494 square feet of retail space located adjacent to the
Development Property (the "Existing Improvements"), which was undertaken without
public incentives. The Existing Improvements are depicted in the site plan attached
hereto as Exhibit "A-1", which is hereby made a part of this Agreement for all purposes.
Developer now wishes to further renovate the Existing Improvements and to construct
new improvements on the Development Property for a mixed-use development
containing (i) at least 60,000 square feet of retail space, (ii) at least 282,000 square feet of
rental residential apartments (the "Residential Units"), and (iii) a parking garage with at
least 630 parking spaces (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, the need to construct a parking garage in order to make the Development
more dense and to replace the surface parking lost to the additional improvements
constructed.
C. The 2008 Comprehensive Plan, adopted by the City Council on
February19, 2008 pursuant to Ordinance No. 17990-02-2008 (the "Comprehensive
Plan") defines a mixed-use growth center as a relatively small urbanized area that
contains a con n of jobs, housing units, schools, parks and other public facilities,
p46'ap R ubs and pedestrian activities. Among the potential benefits of
mixed-use,g �, a ers cited by the Comprehensive Plan are economic development;
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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 Camp Bowie Boulevard,
including the Development Property, as a regional mixed-use growth center. In 2001 the
City Council selected Camp Bowie Boulevard 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 "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
promoting mixed-use development along the Camp Bowie Boulevard commercial
corridor will further the goals espoused by the Comprehensive Plan for positive growth
and economic development 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.
G. The incentives provided pursuant to this Agreement were applied for by
Developer on or before August 2, 2007.
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) all entities, incorporated or otherwise, under common control
with, controlled by or controlling Developer, and (ii) all entities, incorporated or
otherwise, whose General Partner (if a partnership) or Manager (if a Limited Liability
Company) is controlled by David W. Burgher, Jr. and/or Bo Brownlee and/or Trophy
Investment Realty, LLC. 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 4.8.
Affordable Housing Units has the meaning ascribed to it in Section 4.8.
Certificate of Completion has the meaning ascribed to in Section 5.1.
Completion Date means the date as of which certificates of occupancy, whether
final or temporary, have been issued by the City for all of the improvements comprising the
Development.
Completion Deadline means January 1, 2012.
Comprehensive Plan has the meaning ascribed to it in Recital C.
Construction Costs means Hard 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; and
other professional, development, and permitting fees directly related to the design and
construction of the Development. Construction Costs specifically excludes any costs
associated with the acquisition of the Development Property.
Wi meat has the meaning ascribed to it in Recital B.
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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 taxes payable on Tangible Personal Property located on the Development
Property for the 2007 tax year, based on the taxable appraised value of 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 Use means any person or entity that has the legal right
to use all or any portion of the Development for commercial, retail, residential, or other
lawful non-residential purposes.
Development Real Property Tax Revenues means ad valorem taxes on the
Development Property and any improvements located thereon, minus the taxes payable
on the Development Property and any improvements located thereon for the 2007 tax
year, based on the taxable appraised value of 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 a one percent (1%) available sales tax,
such as that presently in effect pursuant to Texas Tax Code §§ 321.101(a) and 321.103,
resulting from sales taxes received by the City and 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,
from the sales tax imposed by the Fort Worth Transportation Authority pursuant to Texas
Tax Code Chapter 322. Notwithstanding anything to the contrary herein, in no event
shall Development Sales Tax Revenues ever exceed a one percent(1%) sales tax imposed
by the City, even if the City at any point in the future charges more than a one percent
(1%) sales tax. 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 meaniR&of Development Sales Tax Revenues shall automatically be adjusted to equal
�,, �lesser per entage. If the City's sales tax rate is ever decreased as provided in the
sent nce and the City then subsequently adds a sales tax that increases such
EconomicD_eYelopment Program Agreement
between City of Fort Worth and Village at Camp Bowie I,L.P.
lower percentage 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 up to a maximum aggregate of one percent(M).
Director means the director of the City's Economic and Community
Development Department or authorized designee.
Effective Date has the meaning ascribed to it in Section 3.
Employment Goal has the meaning ascribed to it in Section 4.5.
Existing Improvements has the meaning ascribed to it in Recital B.
First Operating Year means the first full year following the year in which the
Completion Date occurs.
Fort Worth Certified NMBE 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 4.3.
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 Spending Commitment has the meaning
ascribed to it in Section 4.6.
Hard Construction Costs means actual site development and construction costs,
contractor fees and the costs of supplies and materials. Hard Construction Costs
--speci-fically--excludes Tenant Improvement Costs, any costs expended for the
Dwelopment by third parties other than Developer and its contractors and subcontractors,
y costs associated with the acquisition of the Development Property.
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conomic nevelopment Program Agreement
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Job means a job provided to an individual by a Development Property User on
the Development Property.
Limited Construction Commencement Date has the meaning ascribed to it in
Section 4.9.1.
M/WBE Construction Commitment has the meaning ascribed to it in Section
4.4.
M/WBE Construction Percentage has the meaning ascribed to it in Section
5.2.1.3.
M/WBE Supply and Service Percentage 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 4.7.
Overall Construction Percentage has the meaning ascribed to it in Section
5.2.1.1.
Program Cap means $6,284,528.00, gross.
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 sixty-five
percent (65%) of the Development Real Property Tax Revenues, plus sixty-five percent
(65%) of the Development Personal Property Tax Revenues, plus sixty-five percent
(65%) 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 4.10.
Residential Units has the meaning ascribed to it in Recital B.
Sales means all sales of merchandise (including gift and merchandise
certificates), services and other receipts whatsoever of all business conducted in, on or
from,chi. Development Property, whether cash or credit, including mail, telephone,
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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.
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 December 4, 2007 (the "Effective Date")
and, unless terminated earlier in accordance with this Agreement, 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 Program Cap(the "Term").
Economic Development Program Agreement
between City of Fort Worth and Village at Camp Bowie I,L.P.
4. DEVELOPER OBLIGATIONS, GOALS AND COMMITMENTS.
4.1. City Approval of Development Facade and Site Plans.
All fagade and site improvements for the Development shall be of an
architectural and aesthetic style that enhances existing development in the vicinity
of the Development Property. In order to ensure compliance with this condition,
Developer must obtain the Director's written approval of all plans and
specifications for all fagade and site improvements for the Development
(excluding demolition work) prior to work on the Development being undertaken.
The City shall not unreasonably withhold or deny such approval, with the
understanding that, provided that the City Council's Central City Revitalization
and Economic Development Committee (or successor City Council committee)
(the "Committee") meets within ten (10) calendar days following submission of
such plans and specifications to the Director, the Director shall not be obligated to
provide such written approval until the Committee has had an opportunity to
review and comment on such plans and specifications. If the Committee does not
meet within ten (10) calendar days following submission of such plans and
specifications to the Director, the Director, in his or her administrative capacity,
shall either approve or deny such plans and specifications within such time frame.
If the Director denies approval of any such plans and specifications, the Director
shall provide a written explanation of why the City believes that the plans and
specifications do not enhance existing development in the vicinity of the
Development Property, and the City and Developer shall thereafter work
diligently and in good faith to revise the plans and specifications as necessary to
address the City's concerns. Approval by the Director of any plans and
specifications relating to the Development shall not constitute or be deemed (i) to
be a release by the City of the responsibility or liability of Developer or any of its
contractors; their officers, agents, employees and subcontractors, for the accuracy
or competency of the plans and specifications, including, but not limited to, any
related investigations, surveys, designs, working drawings and other
specifications or documents, or(ii) an assumption of any responsibility or liability
by the City for any negligent act, error or omission in the conduct or preparation
of any investigation, surveys, designs, working drawings and other specifications
or documents by Developer or any of its contractors; their officers, agents,
employees and subcontractors.
4.2. Real Property Improvements.
In accordance with the terms and conditions of this Agreement, by the
Completion Date Developer shall have expended at least Forty-five Million
Dollars ($45,000,000.00) in (i) Construction Costs for the Development and (ii)
provement Costs made after the Effective Date hereof for vacant units
� Existing Improvements, as depicted in Exhibit A-1; provided that not
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$2,000,000.00 in such Tenant Improvement Costs shall be counted for
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purposes of satisfying the obligation set forth in this Section 4.2. The Completion
Date must occur on or before the Completion Deadline.
4.3. 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 at least (i) Thirteen Million
Five Hundred Thousand Dollars ($13,500,000.00) 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
(the "Fort Worth Construction Commitment").
4.4. 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 at least (i)
Eleven Million Two Hundred Fifty Thousand Dollars ($11,250,000.00) 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 (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 4.3.
4.5. Employment Goal.
From and after the Completion Date, Developer will use commercially
reasonable efforts to cause at least ten (10) Jobs to be provided on the
Development Property (the "Employment Goal").
4.6. Supply and Service Spending Commitments for Fort Worth
Companies.
In the Second Operating Year and each calendar year thereafter,
Developer 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").
4.7. Supply and Service Spending Commitment for Fort Worth Certified
M/WBE Companies.
In the Second Operating Year and each calendar year thereafter,
Developer shall spend at least $75,000.00 in annual Supply and Service
ditures with Fort Worth Certified M/WBE Companies (the "M/WBE
n P?' lynx Se>twice Spending Commitment"). Dollars spent with Fort Worth
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Ec onj�D� elopment Program Agreement
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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 4.6.
4.8. Affordable Housing Set-Aside.
From and after the Completion Date, at least fifteen percent (15%) of the
Residential Units located on the Development Property, regardless of the person
or entity that owns any such Residential Units, shall be reserved for lease
exclusively as quality affordable housing units in accordance with the provisions
of this Section 4.8. The number of such Residential Units shall hereinafter be
referred to as the "Affordable Housing Units". At least one-third (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 FMR
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 FMR Area at rents that do not exceed thirty percent (30%) of such
adjusted incomes (all of the preceding, the "Affordable Housing
Commitment"). For Developer's reference, HUD's 2007 HOME Program Rent
Limits and HUD's 2007 60% income limits and 80% income limits for the Fort
Worth, TX HUD Metro FMR Area are attached hereto as Exhibit "C" and are
published annually by HUD (see www.hud.gov and www.huduser.org). In the
event that HUD's regulations are amended or HUD's published data is revised to
the extent that Developer's requirements hereunder cannot be ascertained, the
City and Developer will meet and in good faith negotiate alternative requirements
that can be ascertained under HUD's amended regulations and revised published
data, with the understanding that such alternative requirements will be consistent
with the requirements set forth in this Section 4.8 as closely as possible.
Developer will cooperate with the City's Housing Department in publicizing the
availability of the Affordable Housing Units.
4.9. Reports and Filings.
4.9.1. Plan for Use of Fort Worth Certified NMBE Companies.
Prior to the submission of an application by or on behalf of
Developer for a permit from the City to initiate any actual construction of
improvements to the Development Property ("Limited Construction
Commencement Date"), 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. For
purposes of this Section 4.9.1 and Section 4.9.2 below, the phrase
Na'' "improvements to the Development Property" specifically excludes tenant
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improvements in the Existing Improvements and exterior renovation work
on the building located at 6201 Sunset Boulevard. 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.
4.9.2. Construction Spending Reports.
4.9.2.1. Monthly Reports.
Beginning on the first day of the month following
the Limited Construction Commencement Date and on the first day
of each month thereafter 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
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.
4.9.2.2. Final Construction Report.
Within ninety (90) calendar days following the
Completion Date, in order for the City to assess whether Developer
satisfied the requirements of Section 4.2, the extent to which
Developer met the Fort Worth Construction Commitment and the
M/WBE Construction Commitment, and to establish the Program
Cap under this Agreement, Developer will provide the Director
with a report in a form reasonably acceptable to the City that
specifically outlines the total Construction Costs and Hard
Construction Costs expended for the Development, 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 for the Development
with Fort Worth Companies and Fort Worth Certified M/WBE
Companies,together with supporting invoices and other documents
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necessary to demonstrate that such amounts were actually paid to
such contractors.
4.9.3. 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, all as of November 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.
4.9.4. 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.
4.9.5. 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
square footage of all Residential Units on the Development Property; (ii)
the total square footage and number of Affordable Housing Units; (iii) the
number of Residential Units that were under lease at any time during the
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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
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adjusted income of the tenant leasing such Affordable Housing Unit and
the amount of monthly rent paid by that tenant.
4.10. Audits.
The City will have the right throughout the Term to audit, at no cost to
Developer, the financial and business records of Developer that relate to the
Development and any other documents necessary to evaluate compliance with this
Agreement or with the commitments set forth in this Agreement, including, but
not limited to construction documents and invoices (collectively "Records").
Following reasonable advance notice by the City, Developer shall make all
Records available to the City on the Development Property or at another location
acceptable to both parties 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 final
construction spending report for the Development, as required by Section 4.9.2.2,
and assessment by the City of the information contained therein, if the City is able
to verify that Developer or others expended at least Forty-five Million Dollars
($45,000,000.00) in Construction Costs for the Development by the Completion
Date and that the Completion Date occurred on or before the Completion
Deadline, the Director will issue Company a certificate stating the amount of
Construction Costs and Hard Construction Costs 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 amount of Construction Costs
expended by and on behalf of Developer for the Development (the "Certificate
of Completion").
5.2. Program Grants.
Subject the terms and conditions of this Agreement, provided that
Developer or others expended at least Forty-five Million Dollars ($45,000,000.00)
in Construction Costs for the Development 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
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the Development, as more specifically set forth in Section 5.2.1. 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, and subject
to reductions or forfeitures imposed pursuant to Section 5.2.2, 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
Developer expended at least Forty-five Million Dollars
($45,000,000.00) in Construction Costs for the Development by
the Completion Date and the Completion Date occurred on or
before the Completion Deadline, as confirmed by the City in the
Certificate 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 Developer
failed to expend at least Forty-five Million Dollars
($45,000,000.00) in Construction Costs for the Development 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
30% for Program Year 1; Up to 15%
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 4.3, was met (the
"Fort Worth Construction Percentage"). The Fort Worth
Page 14
Economic Development Program Agreement
between City of Fort Worth and Village at Camp Bowie I,L.P.
Construction Percentage for the Program Grant payable in Program
Year 1 will equal the product of thirty percent (30%) 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 4.3. The Fort Worth
Construction Percentage for all subsequent Program Grants will
equal the product of fifteen percent (15%) multiplied by the
percentage by which the Fort Worth Construction Commitment
was met, calculated in accordance with the preceding sentence.
For example, if the Fort Worth Construction Commitment is
$13,500,000.00 and only $10,800,000.00 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 24% instead
of 30% (or .30 x [$10.8 million/$13.5 million], or .30 x .80, or
.24), and the Fort Worth Construction Percentage for all
subsequent Program Grants would be 12% instead of 15%(or .15 x
[$10.8 million/$13.5 million], or .15 x .80, or .12).
Notwithstanding anything to the contrary herein, if the Fort Worth
Construction Commitment is met or exceeded, the Fort Worth
Construction Percentage will be thirty percent (30%) for the
Program Grant payable in Program Year 1 and fifteen percent
(15%) for all subsequent Program Grants. In no event will the Fort
Worth Construction Percentage exceed those 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 20% for Program Year 1; Up to
10% 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 4.4, 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 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 Development by the
v TV ZL G' Uc number of dollars comprising the M/WBE Construction
i Commitment, as determined in accordance with Section 4.4. The
_ M/WBE Construction Percentage for all subsequent Program
Page 15
Economic Development Program Agreement
between City of Fort Worth and Village at Camp Bowie I,L.P.
Grants will equal the product of ten percent (10%) multiplied by
the percentage by which the M/WBE Construction Commitment
was met, calculated in accordance with the preceding sentence.
For example, if the M/WBE Construction Commitment is
$11,250,000.00 and only $7,875,000.00 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 14% instead of 20% (or .20 x [$11.25 million/$7.875
million], or .20 x .70, or .14), and the M/WBE Construction
Percentage for all subsequent Program Grants would be 7% instead
of 10% (or .10 x [$11.25 million/$7.875 million], or .10 x .70, or
.07). Notwithstanding anything to the contrary herein, if the
M/WBE Construction Commitment is met or exceeded, the
M/WBE Construction Percentage will be twenty percent(20%) for
the Program Grant payable in Program Year 1 and ten percent
(10%) for all subsequent Program Grants. In no event will the
M/WBE Construction Percentage exceed those percentages for the
respective Program Year in which a Program Grant is payable.
5.2.1.4. Fort Worth Supply and Service Spending (Up to
15% 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 4.6,was met
(the "Fort Worth Supply and Service Percentage"). The Fort
Worth Supply and Service Percentage will equal the product of
fifteen percent (15%) 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, if only $80,000.00
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
12% instead of 15% (or .15 x [$100,000/$80,000], or .15 x .80, or
.12). Notwithstanding anything to the contrary herein, 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 fifteen percent (15%). Calculation of the
Program Grant payable for Program Year 1 does not include the
Page 16
Economic Development Program Agreement
between City of Fort Worth and Village at Camp Bowie I,L.P.
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
Spending (Up to 10% 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 4.7, was met (the
"M/WBE Supply and Service Percentage"). The M/WBE
Supply and Service Percentage will equal the product of ten
percent (10%) 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, if only
$45,000.00 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 6% instead of 10% (or .10 x [$45,000/$75,000],
or .10 x .60, or .06). Notwithstanding anything to the contrary
herein, 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
Program Year will be ten percent (10%). 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.
Page 17
Economic Development Program Agreement
between City of Fort Worth and Village at Camp Bowie I,L.P.
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 at any time,
the City will notify Developer in writing. If Developer disagrees with the
City's determination, Developer shall have thirty (30) 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 in the following Program 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 5.2.1) 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 5.2.3
shall nevertheless count as one of the fifteen (15) annual Program Grants
paid in accordance with this Section 5.2.
5.2.3. 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.
5.2.4. 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)
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
Page 18
Economic Development Program Agreement
between City of Fort Worth and Village at Camp Bowie I,L.P.
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 expend by the Completion Date at least Forty-five
Million Dollars ($45,000,000.00) in Construction Costs for the Development, or 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 without further obligation to Developer hereunder.
6.2. Condominium Conversion.
If any of the Residential Units are converted to condominiums, the City
will have the right to terminate this 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, of the Residential Units are converted to condominiums and the
remainder of the Residential Units continue to be rental apartments. For purposes
of this Agreement, a Residential Unit shall be converted from a rental apartment
to a condominium on the date as of which a Declaration of Condominium(s)
covering the Residential Unit is recorded in the Deed Records of Tarrant County,
Texas. Developer hereby reserves the right to request the City Council, in an
open meeting held in accordance with Chapter 551 of the Texas Government
Code, to approve an amendment to this Agreement modifying this Section 6.2 in a
manner that is mutually acceptable to Developer and the City Council, including,
-- if acceptable to the City Council at the time, an amendment that provides that
following conversion of any of the Residential Units to condominiums, each
Program Grant otherwise payable in accordance with this Agreement shall be
reduced by an amount equal to the proportion of the number of Residential Units
that were converted to condominiums multiplied by those Development Real
Property Tax Revenues attributable to all Residential Units and received by the
Page 19
Economic Development Program Agreement
between City of Fort Worth and Village at Camp Bowie I,L.P.
City in the Twelve-Month Period ending in the Program Year in which the
Program Grant is payable. Nothing herein shall be deemed to obligate the City
Council to approve any amendment to this Agreement.
6.3. 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.
6.4. 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
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 the Development Property pursuant to the express or implied permission
of Developer or an Affiliate, or any a successor in interest thereto; or the City (on
account of the Development 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 days, then such amount of time that is reasonably necessary to cure
Page 20
Economic Development Program Agreement
between City of Fort Worth and Village at Camp Bowie I,L.P.
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.
6.5. 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 the Affordable Housing Commitment applies in any given year of
the Term of this Agreement and Developer fails to meet the Affordable Housing
Commitment in that 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 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.
6.6. Failure to Submit Reports.
Without limiting the application of Section 6.7, if Developer fails to
submit any report required by and in accordance with Section 4.9, the City's
obligation to pay any Program Grants at the time, if any, shall be suspended until
Developer has provided all required reports.
6.7. 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 (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
necess� 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.
Page 21
Economic Development Program Agreement
between City of Fort Worth and Village at Camp Bowie I,L.P.
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.
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 MAYRELATE TO,ARISE OUT OF OR BE OCCASIONED BYANY
ACT OR OMISSION TO ACT 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 AGREEMEN, EXCEPT TO THE EXTENT DIRECTLY
CAUSED BY THE GROSS NEGLIGENCE OF INTENTIONAL MISCONDUCT OF
THE CITY..
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:
Page 22
Economic Development Program Agreement
between City of Fort Worth and Village at Camp Bowie I,L.P.
City: Developer:
City of Fort Worth Village at Camp Bowie I, L.P.
Attn: City Manager Attn: David W. Burgher,Jr.
1000 Throckmorton Trophy Investment Realty
Fort Worth,TX 76102 5950 Sherry Lane, Suite 440
Dallas,TX 75225
with copies to: with a copy to:
the City Attorney and Dee S. Finley, Jr.
Economic/Community Development Harris,Finley&Bogle,P.C.
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 without the approval 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. After issuance of the Certificate of Completion in accordance
with Section 5.1, Developer may at any time assign, transfer or otherwise convey any of
its rights or obligations under this Agreement to any person or entity without the approval
of the City so long as Developer,the person or entity to whom the assignment,transfer or
conveyance is made, and the City first execute an agreement under which the person or
entity to whom the assignment, transfer or conveyance is made 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 following ten (10) calendar days of receipt of written
notice from the City to Developer. Any lawful assignee or successor in interest of
Develg2q 4 all rights under this Agreement shall be deemed"Developer" for all purposes
under this A eement.
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Economic Development Program Agreement
between City of Fort Worth and Village at Camp Bowie I,L.P.
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. Chapter 2264, Texas Government Code,
relating to restrictions on the use of certain public subsidies (House Bill 1196, 80th
Legislature) does not apply to this Agreement because the incentives provided pursuant
to this Agreement were applied for by Developer prior to September 1, 2007.
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, or other circumstances which are reasonably beyond the
Page 24
Economic Development Program Agreement
between City of Fort Worth and Village at Camp Bowie I,L.P.
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.
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; AMENDMENT.
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. If at any time Developer reasonably believes that actual circumstances
affecting or related to the Development will impede the objectives of this Agreement,
Developer shall have the right to request the City Council to approve an amendment
modifying those portions of the Agreement causing such impediment, with the
understanding that nothing herein shall be deemed to obligate the City Council to
approve any amendment to 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.
Page 25
Economic Development Program Agreement
between City of Fort Worth and Village at Camp Bowie I,L.P.
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, but effective December 4, 2007:
CITY OF FORT WORTH: VILLAGE AT CAMP BOWIE,I, LP,
a Texas limited partnership:
By:VCBGP I, LLC,
a Texas limited liability company
and its sole general partner:
By: �'a' By:
Tom Higgins David W. Burgher, Jr.
Assistant City Manager Manager
Date: 5-/z31o8 Date: April 21, 2008
APPROVED AS TO FORM AND LEGALITY:
-Q Attested By.
By:
Peter Vaky k4_
Assistant City Attorney
Marty Hendrix
M&C: C-22547 12-04-07 City Secretary
Page 26
Economic Development Program Agreement
between City of Fort Worth and Village at Camp Bowie I,L.P.
EXHIBITS
"A"—Description and Map Depicting the Development Property
"A-1"— Site Plan of Existing Improvements
"B"—Depiction and Description of Development
"C"— 2007 HOME Program Rent Limits and 2007 Income Limits for the Fort
Worth-Arlington,TX HUD Metro FMR Area
Economic Development Program Agreement
between City of Fort Worth and Village at Camp Bowie I,L.P.
EXHIBIT "A"
DESCRIPTION AND MAP DEPICTING THE DEVELOPMENT PROPERTY
^7y\
41 ✓
LEGAL DESCRIPTION AND SITE PLAN
Lots A, B, C and the former Fairfiled Avenue between said Lots A, B and C closed by City of
Fort Worth Ordinance NO. 3087, all of Block 42 of Ridglea, an Addition in the City of Fort
Worth in Tarrant County,Texas as said Block 42 appears upon the map recorded in Volume 388-
G, Page 75, and a portion of former Sunset Drive as closed by the City of Fort Worth Ordinance
No. 3209 and being more particularly described by metes and bounds as follows:
BEGINNING at 5/8 inch iron rod for the southwest corner of said Lot B and the southeast corner
of Lot 11-R in said Block 42 as it appears upon the map recorded in Volume 388-73, Page 60 of
the said Deed Records and being in the northwesterly line of Waverly Way,
THENCE North 38 degrees 54 minutes 55 seconds West, along the west line of said Lot B and
the east line of said Lot 11-R, a distance of 187-85/100 feet to a railroad spike set asphalt for the
northwest corner of Lot B and the southwest corner of said Lot A,
THENCE North 33 degrees 58 minutes 10 seconds West, along the west line of said Lot A and
the said east line of Lot 11-R, pass at 194-51/100 feet at 5/8 inch iron rod for their common north
corner in the south line of the said former Sunset Drive, continuing in all a distance of 224-80/100
feet in a curve to the left having a radius of 3825-72/100 feet,
THENCE Northeasterly along said curve to the left an arc length of 271-44/100 feet, for the
beginning of a curve to the left having a radius of 870 feet,the long chord of said 271-44/100 feet
arc is North 53 degrees 05 minutes 06 seconds East, 271-38/100 feet,
THENCE Northeasterly along said curve to the left an arc length of 137-61/100 feet,the long
chord of said 137-61/100 feet arc is North 47 degrees 08 minutes 05 seconds East, 137-47/100
feet
THENCE North 47 degrees 50 minutes 15 seconds West, 5-20/100 feet in a curve to the left
having a radius of 800 feet,
THENCE Northeasterly along said curve to the left an arc length of211-31/100 feet,to the
westerly line of said Waverly Way the long chord of said 211-31/00 feet arc is North 40 degrees
52 minutes 07 seconds East, 210-70/100 feet,
THENCE Southerly and Westerly to and along the easterly line of said Lot C, crossing the said
former Fairfield Avenue,to an along the south line of said Lot B, along the said west line of
Westridge Avenue,to and along the said north line of Waverly Way the following,
South 24 degrees 16 minutes 06 seconds East, 119-63/100 feet to a 1/4 inch iron recovered,
Southerly along a curve to the right with a radius of 430-3/10 feet a distance of 491-21/100 feet to
5/8 inch iron rod at its end and a beginning of a curve to the right with a radius of 1118 feet,the
chord of said 491-21/100 feet arc is South 07 degrees 44 minutes 49 seconds West, 464-97/100
feet,
Then along said curvet to the right with a radius of 1118 feet an arc length of 208-27/100 feet to a
5181 iron rod at its nd, the chord of said 208-27/100 feet arc is South 45 degrees 41 minutes
13.sec6nds West, 207- 4/100 feet, and South 51 degrees 10 minutes 10 seconds West, 58-81/100
felt, the PLAGE,PF AEGINNING containing 208,013 square feet, more or less.
LEGAL DESCRIPTION AND SITE PLAN
All of Lot 11-R, in Block 42,RIDGLEA ADDITION,to the City of Fort Worth in Tarrant
County,Texas,according to the Revised Plat thereof recorded in Volume 388-73,Page 60 of the
Deed Records of Tarrant County,Texas.
BEGINNING at a%inch iron recovered for the southwest corner of said Lot 11-R and the
southeast corner of Lot 10 of said block 42,
THENCE North 38 degrees 53 minutes 56 seconds West,along the west line of said Lot 11-R and
the east line of said Lot 10,a distance of 193-89/100 feet to a%inch iron rod recovered the
northeast corner of said Lot 10,
THENCE South 53 degrees 54 minutes 39 seconds West,along the north line of said Lot 10 and
south line of said Lot 11-R, a distance of 5-37/100 feet to a 5/8 inch iron rod set for the southeast
corner of Lot 5 in said Block 42,
THENCE North 31 degrees 09 minutes 18 seconds West,along a west line of said Lot 11-R and
the east line of said Lot 5, 199-86/100 feet to a galvanized iron recovered for the northeast corner
of Lot 5,
THENCE North 34 degrees 46 minutes 18 seconds West,continuing along the west line of Lot
11-R,30 feet to its northwest corner,
THENCE North 55 degrees 59 minutes 48 seconds East,along the north line of said Lot 11-R,
120-89/100 feet to its northeast corner,
THENCE South 33 degrees 58 minutes 10 seconds East,224-80/100 feet to a railroad spike set,
THENCE South 38 degrees 54 minutes 55 seconds East, 187-85/100 feet to a 5/8 inch iron
recovered for the southeasterly corner of said Lot 11-R,in the northerly line of said Waverly
Way,
THENCE South 51 degrees 06 minutes 40 seconds West along the southeasterly line of said Lot
11-R,a distance of 124-91/100 feet to the PLACE OF BEGINNING containing 52,170 square
feet,more or less
LEGAL DESCRIPTION AND SITE PLAN
All of Lots 9 and 10, in block 42 of RIDGLEA ADDITION, an addition to the City of Fort
Worth,Tarrant County,Texas,according to the plat thereof recorded in Volume 1049,Page 40 of
the Deed Records,Tarrant County,Texas.
BEGINNING at a 5/8 inch iron recovered for the southerly common corner of said Lot 9 and Lot
8 in said Block 42 in the northwesterly line of Waverly Way,
THENCE North 41 degrees 09 minutes 31 seconds West,along the common line of said Lot 9
and 8,a distance of 217-65/100 feet to a 5/8 inch iron set in the south line of Lot F in Block 37 of
Ridglea Addition,as said Lot F appears on the plat thereof recorded in Volume 388-73,Page 60
of said Deed Records
THENCE North 53 degrees 54 minutes 39 seconds East,along the said south line of Lot F and
the north line of said Lot 9 to and along the north line of said Lot 10,a distance of 268-40/100
feet to a 5/8 inch iron rod set for the northeast corner or said Lot 10 in the west line of Lot 11-R
in said Block 42 as said Lot 11-R appears on the plat thereof recorded in Volume 388-73,Page 60
of the said Deed Records
THENCE South 38 degrees 53 minutes 56 seconds East,along the common line of Lot 10 and
Lot 11-R,a distance of 193-89/100 feet to a 3/4 inch iron rod recovered for the common south
corner of said Lot 10 and Lot 11-R in the north line of said Waverly Way,
THENCE South 51 degrees 02 minutes 58 seconds West,along the south line of said Lot 10,and
the said northerly line of Waverly Way,a distance of 49-15/100 feet to a%inch iron rod
recovered at the beginning of a curve to the left having a radius of 2172-30/100 feet,
THENCE Southwesterly along the southerly line of said Lot 10,to and along the southerly line of
Lot 9,an arc length of 210-69/100 feet to the PLACE OF BEGINNING and containing 53,642
square feet,more or less,the long chord of said 210-69/100 feet of arc is South 48 degrees 16
minutes 24 seconds West,210-60/100 feet
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Exhibit"C"
2007 HOME PROGRAM RENT LIMITS AND
2007 INCOME LIMITS FOR THE
FORT WORTH-ARLINGTON,TX HUD METRO FMR AREA
Economic Development Program Agreement
between City of Fort Worth and Village at Camp Bowie I,L.P.
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 EIncome
Income Median 1 2 3 4 5 6
Limit nc mPerson Person Person Person Person Person
Area
Veq Lo
150'/0l
Dome $22,200 $25,350 $28,550 $31,700 $34,250 $36,750
. Limits
Fort Extremely
Worth-
Arlington, $60,600 $13,300 $16,200 $17,100 $19,000 $20,500 $22,050TX HUD Income
Lfmifs
FMR Area
0' $35,500 $40,550 $45,650 $50,700 L$5M4,750H$58,8OO
Income
IL 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 .
:w;:".�'-��e�Nt;AFAl�hegme Lt.►.?lits:A[t=a;r,:;_4�,,�0.•.1
http://www.huduser.org/datasets/i V 12007/2007summary.odb?irlputname=METROl 91 DOM... 1/11/2008
U.S. DEPARTMENT OF HUD 03/2007
a STATE:TEYAS -------------- 2007 HOME PROGRAM RENTS ---------------
PROGRAM EFFICIENCY 1 BR 2 BR 3 RR 4 BR 5 BR 6 BR
Corpus Christi, TX HUD Metro FMR Area
c� s7 LOW HOME RENT LIMIT 421 451 542 626 698 771 843
� ) �) HIGH HOME RENT LIMIT 529 560 683 781 851 921 991
For Information Only:
FAIR MARKET RENT 545 560 695 954 1040 1196 1352
50% RZNT LIMIT 421 451 542 626 698 771 843
65t RENT LIMIT 529 568 683 781 051 921 991
Aransas County, TX HUD Metro FMR Aroa
LOW HOME RENT LIMIT 377 404 485 560 625 689 754
HIGH HOME RENT LIMIT 377 468 557 694 755 814 874
For Information Only:
FAIR MARKET RENT 377 468 557 812 837 963 1058
50% RENT LIMIT 377 404 485 560 625 689 754
65S RENT LIMIT 470 505 608 694 755 314 874
Dallas, TX HUD Metro FMR Area
LOW ROME RENT LIMIT 582 623 748 864 963 L064 1163
HIGH MOMS RENT LIMIT 591 658 798 1059 1196 1302 1408
For Information Only:
FAIR MARKET RENT 591 658 798 1059 1283 1475 1668
50t RENT LIMIT 582 623 748 864' 963 1064 1163
654 RENT LIMIT 738 791 952 1090 1196 1302 1408
Fort Worth-Arlington, TX HUD Metro FMR Area
IOW HOME RENT LIMIT 555 594 713 824 918 1014 1109
HIGH HOME RENT LIMIT 565 605 145 1010 1135 1237 1336
For Information Only:
FAIR HARKST RENT 565 605 745 1010 1135 1305 2476
50% RENT LIMIT 555 594 713 824 918 1014 1109
65% RENT LIMIT 701 753 906 1037 1138 1237 1336
Wise County, TX HUD Metro TMR Area
LOW HOME RENT LIMIT 453 454 546 667 741 852 963
HIGH HOME RENT LIMIT 453 454 546 667 741 852 963
For Information Only:
FAIR MARKET RENT 453 454 546 667 741 852 963
50% RZNT LIMIT 497 532 638 738 823 908 994
65% RENT LIMIT 626 672 808 925 1013 10919 1106
S1 Paso, TX NSA
LOW HOME RENT LIMIT 377 404 485 560 625 689 754
HIGH HOME RENT LIMIT 460 492 587 694 755 814 874
for Information Only:
FAIR MARKET RZNT 460 492 587 342 998 1148 1297
501 RENT LIMIT 377 404 485 560 625 689 754
651 RENT LIMIT 470 505 608 694 7S5 814 874
Page 2 of 36
Final FY 2007 Fair Market Rent Doctuuentation System--Summary for Fort Worth-Arli... Page 1 of 5
Final FY 2007 Fair Market Rent
Documentation System
Final FY 2007 FMR Summary for Fort Worth-Arlington, TX
HUD Metro FMR Area
This system provides complete documentation of the development of the Final FY 2007 Fair
Market Rents (FMRs)for Fort Worth Arlington,TX HUD Metro FMR Area.This page
provides a summary of how the Final FY 2007 FMRs were developed and updated starting
with the formation of the Final FY 2007 FMR Areas from the metropolitan Core-Based
Statistical Areas (CCBSAs) as established by the Office of Management and Budget,the 2000
Census benchmark, incorporating information from Revised Final FY 2005 FMRs, and
updating to FY 2007 including information from local Random Digit Dialing (RDD) survey data.
Click on links In the tables below to see more detail on how the data were developed.
Final FY 2007 FMR Area Geography and 2000 Census
Base Rent
Final FY 2007 FMR Areas Follow FY 2006 Area Definitions with Modifications
in establishing Final FY 2007 FMR areas, HUD continues to use the revised Office of
Management and Budget(OMB)area definitions that were first issued in 2003 and updated in
2006, but differ from the final FY 2006 FMR areas in that additional modifications to the
county-based statistical areas as defined by OMB have been made.
The FY 2006 FMR area definitions were derived by examining the 2003 OMB metropolitan
areas to see if and how they differed from FY 2005 FMR areas. if a new metropolitan area
differed from the old FMR area(s)covering the same geography, HUD checked the 2000
Census 40th Percentile Base Rents for each part of the new metropolitan area that was
previously in a different old FMR area against the 2000 Census 40th Percentile Base Rent for
the entire new area. On these pages,the parts of the new metropolitan areas that were
previously in different old FMR areas are referred to as"Evaluated Metro FMR Areas."
If any of the Evaluated Metro FMR Areas in a new metropolitan area had 2000 Census 40th
Percentile Base Rents that differed from the 2000 Census 40th Percentile Base Rent of the
entire area by at least 5 percent, HUD established them as separate"HUD Metro FMR
Areas"(HMFA)within the new metropolitan area and assigned them their own 2000 Census
Base Rent
Any Evaluated Metro FMR Area with a 2000 Census 40th Percentile Base Rent that did not
differ from the entire metropolitan area 2000 Census 40th Percentile Base Rent by at least 5
percent received the 2000 Census Base Rent for the entire metropolitan area. if there was
more than one such Evaluated Metro FMR Area in a metropolitan area, all Evaluated Metro
FMR Areas assigned the metropolitan area 200.0 Census Base Rent are treated as a single
http://www.huduser.org/datasets/fmr/fmrs/2007summary.odb?inputname=METRO 19100... 1/11/2008
Final FY 2007 Fair Market Rent Documentation System--Summary for Fort Worth-Arii... Page 2 of 6
FMR area. Unless such "recombined" areas constitute the entire new metropolitan area
however,they are also renamed as "HUD Metro FMR Areas" (HMFA) because such FMR
areas are not the same geography as the official OMB metropolitan area definitions.
For example, suppose a new metropolitan area consists of an old FMR area, half of another
old FMR area, and a formerly nonmetropolitan county. HUD would evaluate the 2000 Census
40th Percentile Base Rents for each of the three parts(Evaluated Metro FMR Areas)that
comprise the new area against the 2000 Census Base 40th Percentile Rent for the entire new
area.
If none of the three evaluated areas has a 2000 Census 40th Percentile Base Rent that differs
from the entire new metropolitan area 2000 Census 40th Percentile Base Rent by at least 5
percent, then the new metropolitan area was undivided and served as a FY 2006 FMR area in
its entirety.
Suppose the Evaluated Metro FMR Area consisting of half of an old FMR area has a 2000
Census 40th Percentile Base Rent that differed from the entire metropolitan area's 2000
Census 40th Percentile Base Rent by more than 5 percent. Then HUD established two"HUD
Metro FMR Areas":one consisting of the half of the old FMR area and assigned its own 2000
Census Base Rent, and the other consisting of the combination of the other old FMR area and
the formerly nonmetropolitan county.
Final FY 2007 Area Modifications
Most of the FY 2006 merged FMR areas remaining after the 5 percent rent test was applied
had similar income limits. For the FY 2007 FMRs, separate FMR areas are created for any
parts of old metropolitan areas, or formerly nonmetropolitan counties, that would have more
than a 5 percent increase or decrease in their 2000 Census base area median family income
as a result of implementing the 2003 OMB definitions.
Consider the example from above where a new metropolitan area consists of an old FMR
area, half of another old FMR area, and a formerly nonmetropolitant county. HUD proposes to
evaluate the 2000 Census base median family income for each of the three parts(Evaluated
Metro FMR Areas)that comprise the new area against the 2000 Census Median Family
Income for the entire new area.
Similarly to the 40th Percentile rent comparison, if none of the three evaluated areas has a
2000 Census Base median family income that differs from the entire new metropolitan area
2000 Census Base median family income by at least 5 percent, then the new metropolitan
area was undivided and served as a FY 2007 FMR area in its entirety.
Suppose the Evaluated Metro FMR Area consisting of half of an old FMR area has a 2000
Census Base median family income that differed from the entire metropolitan area's 2000
Census Base median family income by more than 5 percent. Then HUD establishes two"HUD
Metro FMR Areas": one consisting of the half of the old FMR area and assigned its own 2000
Census Base Rent, and the other consisting of the combination of the other old FMR area and
the formerly nonmetropolitan county.
Fort Worth-Arlington, TX HUD Metro FMR Area is made up of the following:
4.
J rht�tp://ww�v.hud`scr.org/datasets/fmr/frnrs/2047sumxnary.odb?inputname=METR019100... 1/11/2008
Final FY 2007 Fair Market Rent Documentation System--Summary for Fort Worth-Arli... Page 3 of 6
Johnson County, TX ; Parker County, TX ; and Tarrant County, TX .
FY 2007 FMR Area Derivation
The Fort Worth-Arlington,TX HUD Metro FMR Area is a HUD-defined metropolitan FMR
area that is part of the Dallas-Fort Worth-Arlington, TX MSA. Fort Worth-Arlington,TX
HUD Metro FMR Area is considered a separate HUD-defined metropolitan FMR area because
Fort Worth-Arlington, TX HUD Metro FMR Area has a 2000 Census 40th Percentile Base
Rent( 632)that differs from the 2000 Census 40th Percentile Base Rent for Dallas-Fort
Worth-Arlington,TX MSA ( 681) by at least 5.0 percent.
1 -($632/$681) = 1 -0.928= 7.2 percent>=5.0 percent.
Additionally, HUD compared the 2000 Census Median Family Income for Fort Worth-
Arlington, TX HUD Metro FMR Area ($53,350)to the 2000 Census Median Family Income for
Dallas-Fort Worth Arlington,TX MSA ($55,263)to see if the difference is more than
5.0 percent.As can be seen from the calculation below,
1 ($53,350/$55,263)= 1 -0.965= 3.5 percent< 5.0 percent
the difference is less than 5.0 percent. Fort Worth Arlington, TX HUD Metro FMR Area does
not qualify for separate area status on the basis of the Median Family Income comparison, but
does qualify using the Census base rent comparison.
Fort Worth-Arlington, TX HUD Metro FMR Area has a 2000 Census Base Rent of VL79.
This is a 50th Percentile 2000 Census Base Rent as established by HUD regulations.To see
the FY 2007 40th Percentile Rents for Fort Worth-Arlington,TX HUD Metro FMR Area, click
re.
Computing the 2000-to-2005 Update Factor and 2005
Intermediate Rent
Fort Worth-Arlington,TX HUD Metro FMR Area is entirely within the old Fort Worth--
Arlington, TX PMSA, so the 2000-to-2005 Update Factor is simply the Revised Final FY 2005
FMR for Fort Worth--Arlington,TX PMSA ( 7 2 divided by the 2000 Census Base Rent for
Fort Worth--Arlington,TX PMSA( 76), or$732/$676 = 1.0828.
The 2005 Intermediate Rent for 2-Bedroom units is used in the computation of the bedroom
ratios that are applied to the Final FY 2007 2-Bedroom FMR to yield the other bedroom-unit
FMRs. The 2005 2-Bedroom Intermediate Rent is simply the 2000 Census 2-Bedroom Base
Rent times the 20004o-2005 update factor:
2005 2-Bedroom Intermediate Rent for Fort Worth-Arlington, TX HUD Metro FMR Area
Jr _ $679 x 1.0828 = $735
ti,http://www.huduser.org/datasets/fmr/fmrs/2007summa y.odb?inputri=e--METRO19100... 1/11/2008
Final FY 2007 Fair Market Rent Documentation System-- Summary for Fort Worth-Arli... Page 4 of 6
The 2005-to-2007 Update Factors
The Fort Worth-Arlington, TX HUD Metro FMR Area has the following 2005-to-2007 Update
Factors:
Update Factors used between FY2005 and FY2007
FY7earUpdate Type Local RDD local RDD
Factor Completed? Used?
2005 fl
0,9860 Local CPI No No
actor 1.
2006 to Local CP
2007 1.0270 actor No No
Final FY 2007 2-Bedroom FLAIR
The Final FY 2007 2-Bedroom FMR is simply the product of the 2000 Census Base Rent, the
2000-to-2005 Update Factor and the 2005-to-2007 Update Factor for Fort Worth-Arlington,
TX HUD Metro FMR Area as determined above:
Fort Worth-Arlington, TX HUD Metro FMR Area Final FY 2007 FMR
_$679 x 1.0828 x 0.9860 x 1.0270=$735 x 0.9860 x 1.0270= $725 x 1.0270=$745
The Final FY 2007 FMRs for All Bedroom Sizes
The following table shows the Final FY 2007 FMRs by unit bedrooms. The FMRs for units with
different numbers of bedrooms are computed from the ratio of the 2005 Intermediate Rents for
the different unit sizes to the 2005 2-Bedroom Intermediate Rent. These Rent Ratios are
applied to the Final FY 2007 2-Bedroom FMR to determine the Final FY 2007 FMRs for the
different size units.
The 2005 Intermediate Rents for different size units are computed from 2000 Census Base
Rents that are updated to 2005 using the 2000-to-2005 update factors for each unit size
derived from the Revised Final FY 2005 FMR for the old FMR area that contained Fort Worth-
Arlington,TX HUD Metro FMR Area.
Click on the links in the table to see how the bedroom rents were derived.
Final FY 2007 FMRs By Unit Bedrooms
"CMIC-Y
One- Two- Three- ur-
edr o Bedroom Bedroom Bedroom
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Page 1 of 2
City of Fort Worth, Texas
Mayor and Council Communication
COUNCIL ACTION: Approved on 12/4/2007
CONTINUED FROM A PREVIOUS WEEK
DATE: Tuesday, November 27, 2007
LOG NAME: 17VATCBXAGR REFERENCE NO.: C-22547
SUBJECT:
Authorize Execution of Economic Development Program Agreement with Village at Camp Bowie I,
LP, Related to a Mixed-Use Project to be Constructed in the Vicinity of Waverly Way and Westridge
Avenue
RECOMMENDATION:
It is recommended that the City Council:
1. Authorize the City Manager to execute an Economic Development Program Agreement with Village at
Camp Bowie I, LP, subject to subsequent, non-material changes agreed to by the parties, related to a
mixed-use project to be constructed in the vicinity of Waverly Way and Westridge Avenue; 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, Village at Camp Bowie I, LP, (Developer)
has committed to construct a mixed-use development consisting of residential units and retail space on
property in the vicinity of Waverly Way and Westridge Avenue.
The minimum investment and uses for the project, exclusive of land costs, and maximum grant are
summarized as follows:
- Private Investment of$45,000,000;
- Maximum Cumulative Grant of$6,284,528 ($3,900,000 Net Present Value);
- Retail space— 35,000 SF of New Development;
- Retail space—25,000 SF of Redeveloped Space;
- Residential space —282,000 SF (260 units) of New Development; and
- Structured parking —206,000 SF (630 spaces) of New Development.
In exchange for completion of the development, the Developer will be eligible to receive up to 15 annual
economic development grants, equal to up to 65 percent of incremental real and business personal property
taxes paid to the City; and up to 65 percent of the City's one percent incremental sales tax paid to the
City. The first grant will be payable in the first calendar year following completion of the project.
Failure to complete the development by January 1, 2012, is a condition of default for the overall agreement.
http://apps.cfwnet.org/council_packet/Reports/mc_print.asp 5/28/2008
Page 2 of 2
Fifteen percent of rental residential units constructed will be set aside for lease at affordable rates, with two-
thirds of those reserved being leased to qualifying households earning no more than 80 percent of the area
median income, per HUD standards; and one-third of those set aside for qualifying households earning no
more than 60 percent of the area median income. Failure to maintain the minimum percentage of units for
lease at affordable rates will result in a withholding of the grant payment for that year proportional to the
amount of time the minimum was not maintained.
To receive the maximum incentive, the Developer must meet commitments for hiring Fort Worth and Fort
Worth M/WBE contractors during construction and for services and supplies during operation. The
commitments are that the developer must 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
the first year of the incentive, 30 percent of the incentive will be based on meeting the Fort Worth
contractors commitment and 20 percent of the incentive will be based on meeting the Fort Worth M/WBE
contractors requirement. After the first year, the Developer must spend at least $100,000 on annual
discretionary service and supply contracts with Fort Worth contractors and at least $75,000 on annual
discretionary service and supply contracts with certified Fort Worth M/WBE contractors. Fifteen percent of
the incentive will be tied to meeting the Fort Worth contractors commitment for service and supply and ten
percent of the incentive will be tied to meeting the Fort Worth M/WBE contractor commitment for service
and supply. In both instances, dollars spent with a Fort Worth M/WBE contractor also count as dollars spent
with a Fort Worth contractor for purposes of meeting the commitments.
The Village at Camp Bowie Development is located in COUNCIL DISTRICT 3.
FISCAL INFORMATION/CERTIFICATION:
The Finance Director certifies that the incentive is expected 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 (6140)
Originating Department Head: Tom Higgins (6192)
Additional Information Contact: Jay Chapa (5804)
Mark Folden (8634)
http://apps.cfwnet.org/council_packet/Reports/mc_print.asp 5/28/2008