HomeMy WebLinkAboutContract 44918 (2)Y.'�. : p �1; .
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ECONOMIC DEVELOPMENT PROGRAM AGREEMENT
This ECONOMIC DEVELOPMENT PROGRAM AGREEMENT
("Agreement") is entered into by and between the CITY OF FORT WORTH, TEXAS
(the "City"), a home rule municipality organized under the laws of the State of Texas,
and SUNDANCE PLAZA, LLC, a Texas limited liability company, SUNDANCE
PLAZA BUILDINGS, LLC, a Texas limited liability company, SUNDANCE MURAL
BUILDING, LLC, a Texas limited liability company, and CASSIDY BLOCK, LLC, a
Texas limited liability company (collectively, "Developer").
RECITALS
The City and Developer hereby agree that the following statements are true and
coi-�ect and constitute the basis upon which the City and Developer have entered into this
Agreement:
A. Developer owns certain real property in the City's downtown, as more
specifically depicted and described in Exhibit "A" (the "Development Property"), which
is attached hereto and hereby made a part of this Agreement for all purposes. Developer
intends to cause constiuction on the Development Property of three (3) new buildings and a
pedestrian plaza and to cause the renovation of two existing historic buildings on the
Development Propei�ty, all as more specifically described and depicted in Exhibit "B",
which is hereby made a part of this Agreement for all puiposes (the "Development").
B. The 2012 Comprehensive Plan, adopted by the City Council pursuant to
Ordinance No. 20085-03-2012 (the "Comprehensive Plan"), recommends that the City
promote Central City locations in the City for business development; that the City
establish incentives to promote the redevelopment or reuse of properties in the Central
City's commercial districts; and that the City encourage the development of mixed-use
activity centers, emphasizing live/work/play opportunities, including open spaces that are
visible and easily accessible, safe and secure, and available for use and inviting to all
members of the general public. In addition, the 2003 Downtown Sh•ategic Action Plan, a
joint effort by the City, Downtown Fort Worth, Inc., and the Fort Worth Transportation
Authority that outlines policy decisions and planning initiatives for the City's downtown
for the ten (10)-year period between 2004 and 2013, encourages urban mixed-use
developments and the creation of a downtown open space and recreation system that
enhances livability for urban residents of all ages and family types, including,
specifically, the development of a central plaza in Sundance Square, "which," as the Plan
states, "can become a focal point for major public and private events, and also a focal
point for the addition of retail and entertainment adjacent to the plaza and adjoining
streets."
�FPICIAL RECUR�
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Economic Development Program Agreement r���� ������'���
behveen City of Fort Worth and Sundance Plaza, LLC, Sundance laz�i���� �da e Mural Building, LLC, and
Cassidy Block, LLC
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C. As recommended by the Comprehensive Plan and in accordance with
Resolution No. 3716-03-2009, adopted by the City Council on March 10, 2009, 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 employment and other
public benefits to be made or invested in the City (the "380 Program").
D. 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 and open space development in the City's downtown will further
the goals espoused by the Comprehensive Plan for positive growth in the Central 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.
E. The City has determined that the feasibility of the Development, as
outlined herein, is contingent on Developer's receipt of the Program Grants, as provided
in this Agreement. The City's analysis is specifically based on financial information
provided by Developer.
NOW, THEREFORE, in consideration of the mutual benefits and promises
contained herein and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties agree as follows:
AGREEMENT
L 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:
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380 Pro�ram has the meaning ascribed to it in Recital C.
Affiliate means all entities, incoiporated or otherwise, under common control
with, controlled by or controlling Developer. For purposes of this definition, "control"
means fifty percent (50%) or more of the ownership determined by either value or vote.
Central City means that area in the corporate limits of the City within Loop 820
(i) consisting of all Community Development Block Grant (CDBG) eligible census
blocks; (ii) all state-designated enteiprise zones; and (iii) all census block groups that are
contiguous by seventy-five percent (75%) or more of their perimeter to CDBG-eligible
block groups or enterprise zones, as well as any CDBG-eligible block in the coiporate
limits of the City outside Loop 820, as more specifically depicted in the map of Exhibit
"C", attached hereto and hereby made a part of this Agreement for all purposes.
Central Citv Emplovment Commitment has the meaning ascribed to it in
Section 4.6.
Central City Emplovment Percenta�e has the meaning ascribed to it in Section
5.2.1.6.
Central Citv Resident means an individual whose primary residence is at a
location within the Central City.
Certificate of Comnletion has the meaning ascribed to it in Section 5.1.
Completion Date means the date as of which all of the following have occurred
(all of which must be confii7ned in the Certificate of Completion issued by the City in
accordance with Section 5.1): (i) final inspections have been completed and permits have
been issued by the City certifying that all shell space in the New Buildings is safe and
acceptably complete in accordance with applicable ordinances, rules and regulations of the
City; (ii) certificates of occupancy, whether final or temporary, have been issued by the
City for all occupiable space in the Historic Buildings or otherwise remain in effect as of
the date of submission by Developer of its final conshuction report pursuant to and in
accordance with Section 4.91.2; (iii) all renovations of the Historic Buildings in
accordance with this Agreement have been completed; and (iv) construction of the Plaza in
accordance with this Agreement has been completed.
Completion Deadline means December 31, 2014.
Comprehensive Plan has the meaning ascribed to it in Recital B.
Construction Costs means actual site development and consttuction costs,
including directly-related contractor fees, costs of supplies and materials, engineering fees,
axchitectural and design fees, consulting fees, project management fees, and permit fees,
and specifically excludes property acquisition costs.
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M/WBE Construction Percenta�e has the meaning ascribed to it in Section
5.2.1.3.
M/WBE Supplv and Service Percentage has the meaning ascribed to it in
Section 5.2.1.8.
M/WBE Sunplv and Service Spendin� Commitment has the meaning ascribed
to it in Section 4.8.
New Buildin�s means that portion of the Development comprising three (3) new
buildings to be constructed at 407 Throckmorton Street, 425 Houston Street and 420
Commerce Street, as more specifically described and depicted in Exhibit "B".
Overall Construction Percenta�e has the meaning ascribed to it in Section
5.2.1.1.
Overall Emplovment Commitment has the meaning ascribed to it in Section
4.4.
Overall Emnlovment Percenta�e has the meaning ascribed to it in Section
5.2.1.4.
Plaza means that portion of the Development comprising an approximately
55,450 square foot plaza space to be constructed on the Development Property on either
side of Main Street between 3rd Street and 4th Street containing a stage, lighting, sound
system, landscape, hardscape/pa�ing, fountains, shade structures, public art and public
restrooms, as more specifically described and depicted in Exhibit "B".
Pro�ram Can means the maximu
Program Grants that the City has paid or is
Agreement, which shall
($2,500,000.00), gross, le�
calculation of all Program
al.
equal Two
m number of dollars comprising aggregate
required to pay Developer pursuant to this
Million Five Hundred Thousand Dollars
s the aggregate amounts of any reductions
factored into the
Grants in accordance with the provisions of Section 5.2.1, et
Pro�ram 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.
Pro�ram 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 one hundred
percent (100%) of the Development Sales Tax Revenues received by the City during the
Twelve-Month Period ending in the year in which the respective Program Grant is due.
Pro�ram Year means a calendar year in which the City is obligated pursuant to
this Agreement to pay Developer a Program Grant, beginning with the first full calendar
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year following the Completion Date (Program Year 1) (also known as the First Full
Operating Year).
Records has the meaning ascribed to it in Section 4.10.
Sales means all sales of inerchandise (including gift and merchandise
certificates), services and other receipts whatsoever of all business conducted in, on or
from the Development Property, whether cash or credit, including mail or telephone
orders received or filled at or from the Development Property, deposits not refunded to
purchasers, orders talcen (although such orders may be filled elsewhere), sales to
employees, and sales tluough 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 inerchandise purchased on and
returned to the Development Propei�ty for a full refund, (iii) the amount of returns to
shippers and manufacturers, or (iv) the sale of any Development Property User's fixtures.
Second Full Operatin� Year means the second full calendar year following the
calendar year in which the Completion Date occurs.
Supplv and Service Expenditures means a11 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.
Term has the meaning ascribed to it in Section 3.
Twelve-Month Period means the period between February 1 of a given year and
January 31 of the following year.
3. TERM.
This Agreement shall be effective as of the date of execution by all parties (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 hereunder equals the applicable Program Cap (the "Term").
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4. DEVELOPER OBLIGATIONS, GOALS AND COMMITMENTS.
4.1. Real Propertv Improvements.
In accordance with the terms and conditions of this Agreement, by the
Completion Date Developer shall have expended at least Sixty-five Million
Dollars ($65,000,000.00) in Construction Costs for the Development. The
Completion Date must occur on or before the Completion Deadline.
4.2. Construction Snendin� 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) Nineteen Million
Five Hundred Thousand Dollars ($19,500,000.00) in Construction Costs for the
Development or (ii) thii-ty percent (30%) of all Construction Costs for the
Development, regardless of the total amount of such Construction Costs (the
"Fort Worth Construction Commitment").
4.3. Construction Snendin� 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)
Sixteen Million Two Hundz•ed Fifty Thousand Dollars ($16,250,000.00) in
Construction Costs for the Development or (ii) twenty-five percent (25%) of all
Construction Costs for the Development, regardless of the total amount of such
Construction Costs (the "M/WBE Construction Commitment"). Dollars spent
with Foi-t Worth Certified M/WBE Companies shall also count as dollars spent
with Fort Worth Companies for puiposes of ineasuring attainment of the Fort
Worth Construction Commitment outlined in Section 4.2.
4.4. Overall Emplovment Commitment.
In the Fir•st Full Operating Year and each calendar year thereafter,
Developer will, at a minimum, provide and fill or cause to be provided and filled
five (5) Full-time Jobs on the Development Property (the "Overall Employment
Commitment"). Determination of compliance with the Overall Employment
Commitment shall be based on the employment data of Developer or employment
data provided to Developer as of September 30 of the First Full Operating Year
and of each calendar year thereafter.
4.5. Fort Worth Empiovment Commitment.
In the First Full Operating Year and each calendar year thereafter,
Developer will, at a minimum, provide and fill or cause to be provided and filled
with Fort Worth Residents the greater of (i) two (2) Full-time Jobs on the
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Development Property or (ii) forty percent (40%) of all Full-time Jobs provided or
caused to be provided by Developer on the Development Property, regardless of
the total number of such Full-time Jobs (the "Fort Worth Employment
Commitment"). Determination of compliance with the Fort Worth Employment
Commitment shall be based on the employment data of Developer or employment
data provided to Developer as of September 30 of the First Full Operating Year
and of each calendar year thereafter. Full-time Jobs held by Fort Worth Residents
shall also count as Full-time Jobs for purposes of ineasuring attainment of the
Overall Employment Commitment outlined in Section 4.4.
4.6. Central Citv Emplovment Commitment.
In the First Full Operating Year and each calendar year thereafter,
Developer will, at a minimum, provide and fill or cause to be provided and filled
with Central City Residents the greater of (i) one (1) Full-time Job on the
Development Property or (ii) twenty percent (20%) of all Full-time Jobs provided
or caused to be provided by Developer on the Development Property, regardless
of the total number of such Full-time Jobs (the "Central City Employment
Commitment"). Determination of compliance with the Central City
Employment Commitment shall be based on the employment data of Developer
ar employment data provided to Developer as of September 30 of the First Full
Operating Year and of each calendar year thereafter. Full-time Jobs held by
Central City Residents shall also count as Full-time Jobs for purposes of
measuring attainment of the Overall Employment Commitment outlined in
Section 4.4 and the Fort Worth Employment Commitment outlined in Section 4.5.
4.7. Supplv and Service Spendin� Commitments for Fort Worth
Companies.
In the First Full Operating Year and in each calendar year thereafter,
Developer shall spend at least Two Hundred Thousand Dollars ($200,000.00) in
annual Supply and Service Expenditures with Fort Worth Companies (the "Fort
Worth Supply and Service Spending Commitment").
4.8. Supniv and Service Spendin� Commitment for Fort Worth Certified
M/WBE Companies.
In the First Full Operating Year and in each calendar year thereafter,
Developer shall spend at least One Hundred Thousand Dollars ($100,000.00) in
annual Supply and Service expenditures with Fort Worth Certified M/WBE
Companies (the "M/WBE Supply and Service Spending Commitment").
Dollars spent with Fort Worth Certified M/WBE Companies shall also count as
dollars spent with Fort Worth Companies for purposes of the Fort Worth Supply
and Service Spending Commitment outlined in Section 4.7.
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4.9. Renorts and Filin�s.
4.9.1. Construction Spending Reports.
4.9.1.1. Monthlv Reports.
From the Effective Date until the Completion Date,
Developer will provide the Director with a monthly report in a
form reasonably acceptable to the City that specifically outlines the
then-current aggregate Constiuction Costs expended by and on
behalf of Developer for the Development as well as the then-
current aggregate Construction Costs expended by and on behalf of
Developer for the Development with Fort Worth Companies and
with Fort Worth Cei-tified M/WBE Companies.
4.9.1.2. Final Construction Report.
Once Developer believes that the Completion Date
has occui�red, in order for the City to assess whether Developer
satisfied the requirements of Section 4.1 and the extent to which
Developer met the Fort Worth Construction Commitment and the
M/WBE Conshuction Commitment, Developer will provide the
Director with a report in a form reasonably acceptable to the City
that specifically outlines (i) the total Construction Costs expended
by and on behalf of Developer for the Development, (ii) the total
Construction Costs expended with Foi-t Worth Companies by and
on behalf of Developer for the Development, and (iii) the total
Construction Costs expended with Foi-t Worth Cer-tified M/WBE
Companies by and on behalf of Developer for the Development
together with supporting invoices and other documents necessary
to demonstrate that such amounts were actually paid by Developer,
including, without limitation, final lien waivers signed by
Developer's general contractor. Developer must submit such
report to the City not later than sixty (60) days following the
Completion Deadline.
4.9.2. Annual Emplovment Report.
On or before February 1 of the Second Full Operating Year and of
each calendar year thereafter, in order for the City to assess the degree to
which Developer met the Overall Employment Commitment, the Fort
Worth Employment Commitment and the Central City Employment
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 the total number of individuals, Fort Worth Residents, and Central
City Residents who held Full-time Jobs provided or caused to be provided
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on the Development Property, all as of September 30 of the previous year,
together with reasonable supporting documentation.
4.9.3. Quarterlv SuUpIV and Service Spendin� Report.
Beginning with the first calendar quarter of the Second Full
Operating Year, within thirty (30) calendar days following the end of each
calendar quarter, Developer will provide the Director with a repoi-t in a
foi-m reasonably acceptable to the City that sets forth the then-aggregate
Supply and Service Expenditures made during such calendar quarter as
well as the then-aggregate Supply and Service Expenditures made during
such calendar quarter 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.
4.10. Audits.
The City will have the right throughout the Term to audit the financial and
business records of Developer that relate to the Development and any other
documents necessary to evaluate Developer's compliance with this Agreement or
with the commitments set forth in this Agreement, including, but not limited to
construction documents and invoices (collectively "Records"). Developer shall
make all Records available to the City on the Development Property or at another
location in the City acceptable to both parties following reasonable advance
notice by the City and shall otherwise cooperate fully with the City during any
audit. However, Developer shall not be required to make its Records available for
City audit after the expiration of three years after the calendar year for which the
Records relate.
5. CITY OBLIGATIONS.
5.1. Issuance of Certificate of Completion for Development.
Within ninety (90) calendar days following receipt by the City of the final
construction spending report for the Development, as required by Section 4.9.1.2,
and assessment by the City of the information contained therein pursuant to
Section 4.10, if the City is able to verify that Developer expended at least Sixty-
five Million Dollars ($65,000,000.00) 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 Developer a certificate stating the
aggregate amount of Construction Costs expended on the Development, including
amounts expended specifically with Fort Worth Companies and Fort Worth
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Cei-tified M/WBE Companies, and cez-tifying the Completion Date (the
"Certi�cate of Completion").
5.2. Pro�ram Grants.
Subject to the terms and conditions of this Agreement, provided that
Developer expended at least Sixty-five Million Dollars ($65,000,000.00) 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 up to 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, which percentage shall be based on the
extent to which Developer met the various construction, employment and
operational expenditures for the Development, and calculated 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 applicable Program Cap, as defined in Section 2.
5.2.1. Calculation of Each Pro�ram Grant Amount.
Subject to the terms and conditions of this Agreement, the amount
of a given Program Grant shall equal the sum of the Overall Constiuction
Percentage, the Fort Worth Constiuction Percentage, the M/WBE
Construction Percentage, the Overall Employment Percentage, the Fort
Worth Employment Percentage, the Central City Employment Percentage,
the Fort Worth Supply and Service Percentage, and the M/WBE Supply
and Service Percentage, as defined in Sections 5.2.1.1, 5.2.1.2, 5.2.1.3,
5.2.1.4, 5.2.1.5, 5.2.1.6, 5.2.1.7 and 5.2.1.8, respectively (the total of
which shall not exceed eighty-five percent (85%)), multiplied by the
Program Source Funds, as defined in Section 2, available for that Program
Grant.
5.2.1.1. Comnletion of Deveiopment (35%).
If Developer expended or caused to be expended at
least Sixty-five Million Dollars ($65,000,000.00) 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 in
accordance with Section 5.1, each annual Program Grant shall
automatically include a percentage of the percentage of Program
Source Funds equal to thirty-five percent (35%) (the "Overall
Construction Percentage"). Notwithstanding anything to the
contrary herein, if Developer failed to expend or cause to be
expended at least Sixty-five Million Dollars ($65,000,000.00) in
Conshuction Costs for the Development by the Completion Date,
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or if 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 Spendin� (Uu to
20% .
Each annual Program Grant shall include an amount
that is based on the percentage by which the Fort Worth
Construction Commitment, as outlined in Section 4.2, was met (the
"Fort Worth Construction Percentage"). The Fort Worth
Constiuction Percentage for each Program Grant payable
hereunder will equal the product of twenty percent (20%)
multiplied by the percentage by which the Foi�t Worth Construction
Commitment was met, which will be calculated by dividing the
actual Construction Costs expended for the Development by the
Completion Date with Fort Worth Companies by the number of
dollars comprising the Fort Worth Construction Commitment, as
determined in accordance with Section 4.2. For example, if the
Foi-t Worth Construction Commitment is $19,500,000.00 and only
$15,600,000.00 in Construction Costs were expended with Fort
Worth Companies by the Completion Date, the Fort Woi-th
Construction Percentage for each Program Grant payable
hereunder would be 16% instead of 20% (or .20 x[$15.6
million/$19.5 million], or .20 x.80, or .16). Notwithstanding
anything to the contrary herein, if the Foi-t Worth Construction
Commitment is met or exceeded, the Fort Worth Construction
Percentage for each Program Grant payable hereunder will be
twenty percent (20%).
5.2.1.3. Fort Worth M/WBE Construction Cost
Spendin� (Up to 5%).
Each annual Program Grant shall include an amount
that is based on the percentage by which the M/WBE Construction
Commitment, as outlined in Section 4.3, was met (the "M/WBE
Construction Percentage"). The M/WBE Construction
Percentage for each Program Grant payable hereunder will equal
the product of five percent (5%) multiplied by the percentage by
which the M/WBE Construction Commitment was met, which will
be calculated by dividing the actual Construction Costs expended
for the Development by the Completion Date with Fort Worth
Certified M/WBE Companies by the number of dollars comprising
the M/WBE Construction Commitment, as determined in
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accordance with Section 4.3. For example, if the M/WBE
Construction Commitment is $16,250,000.00 and only
$11,375,000.00 in Construction Costs were expended with Foi-t
Worth Certified M/WBE Companies by the Completion Date, the
M/WBE Construction Percentage for each Program Grant payable
hereunder would be 3.5% instead of 5% (or .OS x[$16.25
million/$11.375 million], or .OS x.70, or .035). Notwithstanding
anything to the contrary herein, if the M/WBE Constiuction
Commitment is met or exceeded, the M/WBE Construction
Percentage for each Program Grant payable hereunder will be five
percent (5%).
5.2.1.4. Overall Emplovment (Up to 5%).
Each annual Program Grant shall include an amount
that is based on the percentage by which the Overall Employment
Commitment, as outlined in Section 4.4, was met (the "Overall
Employment Percentage"). The Overall Employment Percentage
will equal the product of five percent (5%) multiplied by the
percentage by which the Overall Employment Commitment was
met, which will be calculated by dividing the actual number of
Full-time Jobs provided and filled or caused to be provided and
filled by Developer on the Development Property in the previous
calendar year by the number of Full-time Jobs comprising the
applicable Overall Employment Commitment. For example, if the
Overall Employment Commitment in a given year is five (5) Full-
time Jobs, and Developer only provided and filled or caused to be
provided and filled four (4) Full-time Jobs on the Development
Property in the previous calendar year, the Overall Employment
Percentage payable in the following Program Year would be 4%
instead of 5% (or .OS x[4/5]), or .OS x.80, or .04.
Notwithstanding anything to the contrary herein, if the Overall
Employment Commitment is met or exceeded in any given year,
the Overall Employment Percentage payable in the following
Program Year will be five percent (5%).
5.2.1.5. Fort Worth Emnlovment (Up to 5%).
Each annual Program Grant shall include an amount
that is based on the percentage by which the Fort Worth
Employment Commitment, as outlined in Section 4.5, was met (the
"Fort Worth Employment Percentage"). The Fort Worth
Employment Percentage will equal the product of five percent
(5%) multiplied by the percentage by which the Fort Worth
Employment Commitment was met, which will be calculated by
dividing the actual number of Full-time Jobs on the Development
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Property that Developer provided and filled or caused to be
provided and filled in the previous calendar year with Fort Worth
Residents by the number of Full-time Jobs comprising the
applicable Fort Woi-th Employment Commitment. For example, if
the Fort Worth Employment Commitment in a given year is two
(2) Full-time Jobs, and Developer only provided and iilled or
caused to be provided and filled one (1) Full-time Job on the
Development Property in the previous calendar year with a Fort
Worth Resident, the Fort Worth Employment Percentage payable
in the following Program Year would be 2.5% instead of 5% (or
.OS x[2/4]), or .OS x.50, or .025. Notwithstanding anything to the
contrary herein, if the Fort Worth Employment Commitment is met
or exceeded in any given year, the Fort Worth Employment
Percentage payable in the following Program Year will be five
percent (5%).
5.2.1.6. Central Citv Employment (Up to 5%).
Each annual Program Grant shall include an amount
that is based on the percentage by which the Central City
Employment Commitment, as outlined in Section 4.6, was met (the
"Central City Employment Percentage"). The Central City
Employment Percentage will equal the product of five percent
(5%) multiplied by the percentage by which the Central City
Employment Commitment was met, which will be calculated by
dividing the actual number of Full-time Jobs on the Development
Property that Developer provided and filled or caused to be
provided and filled in the previous calendar year with Central City
Residents by the number of Full-time Jobs comprising the
applicable Central City Employment Commitment. For example,
if in a given year Developer provided and filled or caused to be
provided and filled a total of twelve (12) Full-time Jobs on the
Development Property, the Central City Employment Commitment
in that year will be two (2) Full-time Jobs (rounded down from
2.4). If in that year, Developer only provided and filled or caused
to be provided and filled one (1) Full-time Job on the Development
Property in the previous calendar year with a Central City
Resident, the Central Employment Percentage payable in the
following Program Year would be 2.5% instead of 5% (or .OS x
[1/2]), or .OS x.50, or .025. Notwithstanding anything to the
contrary herein, if the Central City Employment Commitment is
met or exceeded in any given year, the Central City Employment
Percentage payable in the following Program Year will be five
percent (5%).
Page 15
Economic Development Program Agreement
between City of Fort Worth and Sundance Plaza, LLC, Sundance Plaza Buildings, LLC, Sundance Mural Building, LLC, and
Cassidy Block, LLC
5.2.1.7. Fort Worth Supplv and Service Spendin� (Up to
5% .
Each annual Program Grant shall include an amount
that is based on the percentage by which the Fot-t Woz-th Supply
and Service Spending Commitment, as outlined in Section 4.7, was
met (the "Fort Worth Supply and Service Percentage"). The
Fort Woi-th Supply and Service Percentage will equal the product
of five percent (5%) multiplied by the percentage by which the
Foi-t 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 $200,000.00, which is the number of dollars
comprising the Fort Worth Supply and Service Spending
Commitment. For example, if only $160,000.00 in Supply and
Seivice 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 would be 4% instead of 5% (or .OS x
[$160,000/$200,000], or .OS x .80, or .04). Notwithstanding
anything to the contrary herein, if the Fort Woi-th Supply and
Service Spending Commitment is met or exceeded in any given
year, the Fort Worth Supply and Service Percentage for the
Program Grant payable in the following Program Year will be five
percent (5%).
5.2.1.8. Fort Worth M/WBE Supplv and Service
Spendin� (Up to 5%).
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 4.8, was met
(the "M/WBE Supply and Service Percentage"). The M/WBE
Supply and Service Percentage will equal the product of five
percent (5%) multiplied by the percentage by which the M/WBE
Supply and Service Spending Commitment was met, which will be
calculated by dividing the actual Supply and Service Expenditures
made in the previous calendar year with Fort Worth Certified
M/WBE Companies by $100,000.00, which is the number of
dollars comprising the M/WBE Supply and Service Spending
Commitment. For example, if only $90,000.00 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 would be 4.5% instead of 5% (or .OS x
[$90,000/$100,000], or .OS x .90, or .045). Notwithstanding
Page 16
Economic Development Program Agreement
between City of Fort Worth and Sundance Plaza, LLC, Sundance Plaza Buildings, LLC, Sundance Mural Building, LLC, and
Cassidy Block, LLC
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 five percent (5%).
5.2.1.9. 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
5.2.1.8 on account of Developer's failure to meet the M/WBE
Supply and Service Spending Commitment.
5.2.2. Pro�ram Cap.
Notwithstanding anything to the contrary herein, once the City has
paid Developer aggregate Program Grants equal to the applicable Program
Cap, as set forth in Section 2, this Agreement will tei-minate. 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.
5.2.3. Deadline for Pavments 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 the Second Full Operating Year. Each subsequent
annual Program Grant payment will be made by the City to Developer on
or before June 1 of the Program Year in which such payment is due. It is
understood and agreed that all Program Grants paid pursuant to this
Agreement shall come from cui�rently available general revenues of the
City and not directly from 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
Agr•eement 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.
Page 17
Economic Development Program Agreement
bet�veen City of Fort Worth and Sundance Plaza, LLC, Sundance Plaza Buildings, LLC, Sundance Mural Building, LLC, and
Cassidy Block, LLC
6. DEFAULT. TERMINATION AND FAILURE BY DEVELOPER TO MEET
VARIOUS DEADLINES AND COMMITMENTS.
6.1. Failure to Complete Development.
If (i) Developer fails to expend or cause to be expended at least Sixty-five
Million Dollars ($65,000,000.00) in Construction Costs for the Development by
the Completion Date or (ii) the Completion Date does not occur by the
Completion Deadline, the City shali have the right to terminate this Agreement
immediately by providing written notice to Developer without further obligation
to Developer hereunder.
6.2. Failure to Pav Citv Taxes.
An event of default shall occur under this Agreement if any City taxes on
the Development Property or taxable tangible personal property located on the
Development Propei�ty and owed by Developer or an Affiliate 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 thii-ty (30)
calendar days to cure such default. If the default has not been fully cured by such
time, the City shall have the right to terminate this Agreement immediately by
providing written notice to Developer and shall have all other rights and remedies
that may be available to it under the law or in equity.
6.3. Violations of Citv 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 Buiiding 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 Propet-ty; 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 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
Page 18
Economic Development Program Agreement
beriveen City of Fort Worth and Sundance Plaza, LLC, Sundance Plaza Buildings, LLC, Sundance Mural Building, LLC, and
Cassidy Block, LLC
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 occur�ence of
such default, the City shall notify Developer in writing and Developer sha11 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 the City reasonably agrees is
necessary to cure such default. If the default has not been fully cured by such
time, the City shall have the right to terminate this Agreement immediately by
providing written notice to Developer and shall have all other rights and remedies
that may be available to under the law or in equity.
6.4. Knowin� Emplovment of Undocumented Workers.
Developer acknowledges that efFective September l, 2007, the City is
required to comply with Chapter 2264 of the Texas Government Code, enacted by
House Bill 1196 (80th Texas Legislature), which relates to restrictions on the use of
certain public subsidies. Developer Iaereby cert�es that Developer, and �cny
br�rnches, divisions, or dep�rrtmeyats of Develope�, �loes not an�l will not knowingly
employ crn undocumented worke�, as tlaat te�m is defnetl by Section 2264.001(4)
of tlie Te��s Government Co�le. In tlie event tliat Developer, or any brancla,
�livision, or dep�rtme�zt of Developer, is convicted of a violation unde� 8 U.S.C.
Section 1324a(� (relating to federal criminccl penalties and inja�nctions .f'or a
p�rtter�n or practice of employing icnautlio�ized aliens):
• f sucli conviction occacrs cluring tlie Term of tliis Agreement, this
Agreement shall terminate contempora�zeously upon sacclz conviction
(subject to any appellate riglats tlaat hzay lawfully be available to anrl
exercised by Developer) an�l Developer sla�zll �epay, within one hund�ed
twenty (I20) calend�c� days.f'ollotiving receipt of w�itten demand f�om tlie
City, tlie aggregcrte amount of czll Prog�am Grants prcid by tlze City
Izereunder, if �cny, plus Simple Inte�est at c� ��rte of foirr percent (4%) per
�cnnum base�l on tlae �mount of e�ccli PYogrccm Grant paid in e�ccli
previous Program Ye�r� t�s of tlie d�rte on wliiclr eacla sucJi Program Grant
w�rs p�ci�l; or
• if suclr conviction occasrs after expir�rtion o� termin�ction of this
Agreemefit, subject to any appell�zte �iglits tlaat may lawfully be avail�ble
to and exe�cise�l by Developer, Develope� slaall repay, witliin one laundi�ed
twenty (120) ct�lend�cr days following receipt of written demand from tlae
City, , the �cggregate amount of �rll Program Grtrnts pcci�l by tlze City
laereunder, if �ny, plus Simple Interest �t cc �tcte of fou� pef•cent (4%) pe�
ccnnu�z basecl on the amount of eacli Program Grant paid in eacli
Page 19
Economic Development Program Agreement
between City of Fort Worth and Sundance Plaza, LLC, Sundance Plaza Buildings, LLC, Sundance Mural Building, LLC, and
Cassidy Block, LLC
previoa�s P�og�ccm Yeccr as of tlie date on wliicli eaclz suclz Prog��m Grarz�t
was paid.
For the purposes of this Section 6.4, "Simple Interest" is defined as a rate of
interest applied only to an original value, in this case the aggregate amount of a
Program Grant. This rate of interest can be applied each year, but will only apply to
the aggregate amount of a particular Program Grant and is not applied to interest
calculated. For example, if the aggregate amount of a Program Grant is $10,000
and it is required to be paid back with four percent (4%) interest five years later, the
total amount would be $10,000 +[5 x($10,000 x 0.04)], which is $12,000. This
Section 6.4 does not apply to convictions of any Affiliate of Developer, any
fianchisees of Developer, any person or entity with whom Developer contracts, or
to any Developer Property User other than Developer itself and any branches,
divisions, or departments of Developer. Notwithstanding anything to the contrary
herein, this Section 6.4 shall survive the expiration or teimination of this
Agreement.
6.5. Failure to Meet Construction Cost Spending, Supplv and Service
Snendin� and/or Emplovment Commitments.
If the Fort Worth Construction Commitment or the M/WBE Construction
Commitment are not met, or if the Overall Employment Commitment, the Fort
Worth Employment Commitment, the Central City Employment Commitment,
the Fort Worth Supply and Service Spending Commitment, or the M/WBE
Supply and Service Spending Commitment are not met 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.
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 repoi�ts.
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
Page 20
Economic Development Program Agreement
beriveen City of Fort Worth and Sundance Plaza, LLC, Sundance Plaza Buildings, LLC, Sundance Mural Building, LLC, and
Cassidy Block, LLC
necessary to effect cure, as detei�rnined by both parties mutually and in good
faith), the City shall have the right to tez•minate this Agreement immediately by
providing written notice to Developer.
7. INDEPENDENT CONTRACTOR.
It is expressly understood and agreed that Developer shall operate as an
independent contractor in each and every respect hereunder and not as an agent,
representative or employee of the City. Developer shall have the exclusive right to
control all details and day-to-day operations relative to the Development Property and
any improvements thereon and shall be solely responsible for the acts and omissions of
its officers, agents, servants, employees, contractors, subcontractors, licensees and
invitees. Developer acknowledges that the doctrine of ��espondeat 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 enteiprise between
the City and Developer.
8. INDEMNIFICATION.
DEVELOPER, JOINTLY AND SEVERALLY AND 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, LAWSIIITS, ACTIONS, COSTS AND EXPENSES OF
ANY KIND, INCLUDING, BUT NOT LIMITED TO, THOSE FOR PROPERTY
DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO
DEVELOPER'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR
PERSONAL INJURY, INCLUDING DEATH, THAT MAY RELATE TO, ARISE
OUT OF OR BE OCCASIONED BY (i) DEVELOPER'S BREACH OFANY OF THE
TERMS OR PROVISIONS OF THIS AGREEMENT OR (ii) ANY NEGLIGENT ACT
OR OMISSION OR INTENTIONAL MISCONDUCT OF DEVELOPER, ITS
OFFICERS, AGENTS, ASSOCIATES, EMPLOYEES, CONTRACTORS (OTHER
THAN THE CITI� OR SUBCONTRACTORS, RELATED TO THE
DEVELOPMENT, ANY OPERATIONS OR ACTIVITIES ON THE DEVELOPMENT
PROPERTY, OR THE PERFORMANCE OF THIS AGREEMENT. HOWEVER,
THE INDEMNITY PROVIDED FOR IN THIS PARAGRAPH SHALL NOT APPLY
TO ANY LIABILITY RESULTING FROM THE SOLE NEGLIGENCE OF CITY,
ITS OFFICERS, AGENTS, EMPLOYEES OR SEPARATE CONTRACTORS, AND
IN THE EVENT OF JOINT AND CONCZIRRENT NEGLIGENCE OF BOTH
DEVELOPER AND THE CITY, RESPONSIBILITY, IF ANY, SHALL BE
APPORTIONED COMPARATIVELY IN ACCORDANCE WITH THE LAWS OF
THE STATE OF TEXAS. NOTHING HEREIN SHALL BE CONSTRUED AS A
WAIVER OF THE CITY'S GOVERNMENTAL IMMUNITY AS FURTHER
PROVIDED BY THE LAWS OF TEXAS.
Page 21
Economic Development Program Agreement
between City of Fort Worth and Sundance Plaza, LLC, Sundance Plaza Buildings, LLC, Sundance Mural Building, LLC, and
Cassidy Block, LLC
9. NOTICES.
All written notices called for or required by this Agreement shall be addressed to
the following, or such other party or address as either party designates in writing, by
certified mail, postage prepaid, or by hand delivery:
City:
City of Fort Woi-th
Attn: City Manager
1000 Throckmorton
Fort Woi�th, TX 76102
witla copies to:
the City Attorney and
Housing/Economic Development Dept.
Director at the same address
10. ASSIGNMENT AND SUCCESSORS.
Developer:
c/o Sundance Square Management, L.P.
Attn: Johnny Campbell
201 Main St., Suite 700
For-t Worth, TX 76102
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. Developer may also assign its rights and obligations under this
agreement to a financial institution or other lender for pulposes of granting a security
interest in the Development and/or Development Property, provided that such financial
institution or other lender first executes a written agreement with the City governing the
rights and obligations of the City, Developer and the financial institution or other lender
with respect to such security interest. 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 ineeting the terms and conditions of this Agreement and (ii) prior execution by
the proposed assignee or successor of a written agreement with the City under which the
proposed assignee or successor agrees 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 a breach 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, the City shall have the right to terminate
this Agreement immediately by providing written notice to Developer. Any lawful
Page 22
Economic Development Program Agreement
between City of Fort Worth and Sundance Plaza, LLC, Sundance Plaza Buildings, LLC, Sundance Mural Building, LLC, and
Cassidy Block, LLC
assignee or successor in interest of Developer of all rights under this Agreement shall be
deemed "Developer" for all puzposes under this Agreement.
11. COMPLIANCE WITH LAWS, ORDINANCES, RULES AND
REGULATIONS.
This Agreement will be subject to all applicable federal, state and local laws,
ordinances, rules and regulations, including, but not limited to, all provisions of the
City's Charter and ordinances, as amended.
12. GOVERNMENTAL POWERS.
It is understood that by execution of this Agreement, the City does not waive or
surrender any of it governmental powers or immunities.
13. SEVERABILITY.
If any provision of this Agreement is held to be invalid, illegal or unenforceable,
the validity, legality and enforceability of the remaining provisions shall not in any way
be affected or impaired.
14. 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.
15. VENUE AND JiJRISDICTION.
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
Tanant 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.
Page 23
Economic Development Program Agreement
between City of Fort Worth and Sundance Plaza, LLC, Sundance Plaza Buildings, LLC, Sundance Mural Building, LLC, and
Cassidy Block, LLC
16. NO THIRD PARTY RIGHTS.
The provisions and conditions of this Agreement are solely for the benefit of the
City and Developer, and any lawful assign or successor of Developer, and are not
intended to create any rights, contractual or otherwise, to any other person or entity.
17. FORCE MAJEURE.
It is expressly understood and agreed by the parties to this Agreement that if the
perfoimance 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
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 sha11 be extended for a period of time equal to
the period such party was delayed. Notwithstanding anything to the contrary herein, it is
speciiically 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 17 shall not operate to extend the Completion
Deadline in such an event.
18. INTERPRETATION.
In the event of any dispute over the meaning or application of any provision of
this Agreement, this Agreement shall be inteipreted fairly and reasonably, and neither
more strongly for or against any party, regardless of the actual drafter of this Agreement.
19. CAPTIONS.
Captions and headings used in this Agreement are for reference puiposes only and
shall not be deemed a part of this Agreement.
20. ENTIRETY OF AGREEMENT.
This Agreement, including any exhibits attached hereto and any documents
incorporated herein by reference, contains the entire understanding and agreement
between the City and Developer, and any lawful assign and successor of Developer, as to
the matters contained herein. Any prior or contemporaneous oral or written agreement is
hereby declared null and void to the extent in conflict with any provision of this
Agreement. Notwithstanding anything to the contrary herein, this Agreement shall not be
amended unless executed in writing by both parties and approved by the City Council of
Page 24
Economic Development Program Agreement
between City of Fort Worth and Sundance Plaza, LLC, Sundance Plaza Buildings, LLC, Sundance Mural Building, LLC, and
Cassidy Block, LLC
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Exhibit A
(Key)
1 Buildings:
i. 407 Throckmorton— New 101,067 SF six-story building with 17,504 SF of retail on the
ground level, 66,940 SF of Class A office space on floors two through five and six
penthouse style apartments on the sixth story totaling 16,643 SF
a. 404 Houston — Approximately 1,600 SF of existing ground level retail
space contemplated to adjoin a portion of the new ground level retail of
the building described in l.i. above
ii. 425 Houston (West Plaza Building) — New 93,290 SF six-story building with 16,395 SF of
retail on the first floor and Class A office space featuring magnificent balconies on floors
two through six totaling 72,829 SF
iii. 420 Commerce (East Plaza Building) — New 79,857 SF five-level building adjoining the
existing Land Title Building to the north with first-floor retail of 16,204 SF and 63,657 SF of
Class A office space on levels two through five
iv. Reconditioning of historic bvilding at 1 1 1 E. 4th Street (Existing Land Title Building).
v. Reconditioning of historic building at 1 15 W 3rd Street (Existing Jett Building with Chisholm
Trail mural).
2 Plaza: An approximately 55,450 SF of improved plaza space with stage, lighting, sound,
landscape, hardscape�paving, fountains, shade structures, public art and public restrooms
constructed on the following sites:
i. Approx. �/2 Block East of Main St. between 3rd & 4th Streets
ii. Approx. �/2 Block West of Main St. between 3rd & 4th Streets
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City of Fort Worth, Texas
Mayor and Council Communication
��.����_,�� �: �u:w��..���� ���a���.���,��������������_��.�r�����r ��a����:� �ti��� ����������.� ��u�
COUNCIL ACTION: Approved on 5/1/2012
DATE: Tuesday, May 01, 2012 REFERENCE NO.: C-25591
LOG NAME: 17EDPASUNDANCE
SUBJECT:
Authorize Execution of a Fifteen Year Economic Development Program Agreement with Sundance Square
or Any Affiliated Entity in the Amount Not to Exceed $2,500,000.00 for the Construction of Three New
Mixed Use Buildings, the Reconditioning of Two Historic Buildings and the Construction of a Central Plaza
in Downtown Fort Worth and Authorize Waiver of Certain Related Development Fees (COUNCIL
DISTRICT 9)
RECOMMENDATION:
It is recommended that the City Council:
1. Authorize the City Manager to execute a Fifteen Year Economic Development Program Agreement
with Sundance Square or any affiliated entity in the amount not to exceed $2,500,000.00, as authorized by
Chapter 380, Texas Local Government Code, conditioned on the construction of three new mixed use
buildings the reconditioning of two historic buildings and the construction of a central plaza in the
Sundance Square area of downtown Fort Worth; and
2. Authorize the waiver of certain related development fees.
DISCUSSION:
The Housing and Economic Development Department is proposing an Economic Development Program
Agreement (EDPA) with Sundance Square (Company) or any affiliated entity pursuant to which the City
will pay the Company up to 15 annual economic development program grants conditioned on the
construction of three new mixed use buildings, the reconditioning of two historic buildings and the
construction of a central plaza in the Sundance Square area of downtown Fort Worth. The amount of
each annual grant will equal 85 percent of the City of Fort Worth's (City) available $0.01 sales tax on sales
conducted in the new and reconditioned historic buildings as well as temporary kiosks located within the
Central Plaza as addressed in the Agreement. The aggregate amount of all grants will be capped at
$2,500,000.00.
Project:
Company plans to expend or cause to be expended at least $65 million (exclusive of property acquisition
costs) in devetopment and construction costs, including directly related contractor fees, costs of supplies
and materials, engineering fees, architectural and design fees, consulting fees, project management fees
and permit fees for the following improvements:
1. Construction of a new 101,067 square foot, six story mixed use building at 407 Throckmorton Street
with 17,504 square feet of retail on the ground level, 66,940 square feet of Class A office space on
floors two through five and six penthouse style apartments on the sixth story totaling 16,643 square
feet;
Logname: 17EDPASITNDANCE Page 1 of 4
2. Construction of a new 93,290 square foot, six story mixed use building at 425 Houston Street with
16,395 square feet of retail on the first floor and Class A office space featuring balconies on floors
iwo through six totaling 72,829 square feet;
3. Construction of a new 79,857 square foot, five story mixed use building at 420 Commerce Street
adjoining the existing Land Title Building to the north with 16,204 square feet of retail on the first
floor and 63,657 square feet of Class A office space on floors two through five;
4. Reconditioning of the historic building at 111 E. 4th Street (existing Land Title Building);
5. Reconditioning the historic building at 115 W. 3rd Street (existing Jett Building with Chisholm Trail
mural); and
6. Construction of an improved plaza space of approximately 55,450 square feet with stage, lighting,
sounds, landscape, paving, fountains, shade structures, public art and public restrooms
approximately half a block east of Main Street between 3rd and 4th Streets, and half a block west of
main Street between 3rd and 4th Streets.
Failure to expend at least $65,000,000.00 for the real property improvements as outlined above or failure
to complete the real property improvements by December 31, 2014 is a condition of default and will result
in immediate termination of the Agreement.
Utilization of Fort Worth Companies and Fort Worth M/WBE Businesses (Real Propertv Improvements):
Company will be required to spend the greater of 30 percent or $19,500,000.00 of all construction costs in
making real property improvements with contractors that are Fort Worth companies. Company will also be
required to spend the greater of 25 percent or $16,250,000.00 of all such construction costs with
contractors that are certified Fort Worth M/WBE companies (with the understanding that dollars spent with
certified Fort Worth M/WBE companies will also count as dollars spent with Fort Worth companies).
Emplovment Commitments:
Company will be required to employ a minimum of five Full-Time Employees (FTEs) on the property by
September 30, 2015. The greater of 40 percent of all FTEs or 2 FTEs must be Fort Worth residents and
the greater of 20 percent of all FTEs or 1 FTE must be Fort Worth Central City residents (with an
understanding that employment of Fort Worth Central City residents will also count as employment of Fort
Worth residents).
Utilization of Fort Worth Companies and Fort Worth M/WBE Businesses (Supply & Services):
Company will be required to spend at least $200,000.00 in annual discretionary service and supply
expenditures with contractors that are Fort Worth contractors and a minimum of $100,000.00 in annual
discretionary service and supply expenditures with contractors that are certified Fort Worth M/WBE
companies (with an understanding that dollars spent with certified Fort Worth M/WBE companies will also
count as dollars spent with Fort Worth companies). These commitments apply to all years in which the
City participates in the project. Discretionary Service and Supply Contracts shall include all expenditures,
whether under written contract or ad hoc purchases, other than for electric, gas and water utilities related
to the operation and maintenance of the development including amounts paid to eligible companies or
contractors for personnel.
Citv Commitments:
The City will provide for annual grant payments up to a maximum 85 percent of the City's $0.01 annual
Logname: 17EDPASUNDANCE Page 2 of 4
sales tax generated from the sale of taxable items within the buildings to be constructed at 407
Throckmorton Street, 425 Houston Street and 420 Commerce Street; within the historic reconditioned
buildings at 111 E. 4th Street and 115 W. 3rd Street; and in and the Central Plaza, as defined above. The
Agreement will expire upon the earlier of (i) payment of the 15th annual grant or (ii) such time as
aggregate grant payments total $2,500,000.00. Except for cases of default, the failure to meet a
commitment will result in a reduction of the corresponding component of the grant for that year
proportional to the amount that the commitment was not met, or in the case of construction spending
commitments, for the duration of the Agreement, as allocated in the following chart:
Company Commitment Grant
Component
Completion of Required Improvements by Completion 35 percent
Deadline
Construction Spending with Fort Worth Companies 20 percent
Construction Spending with Fort Worth M/WBE 5 percent
Companies
Overall Employment 5 percent
Employment of Fort Worth Residents 5 percent
Employment of Central City Residents r 5 percent
Supply and Service Spending with Fort Worth
Companies 5 percent
Supply and Service Spending with Fort Worth M/WBE 5 percent
Companies
Total 85 percent
Fee Waivers:
The City will waive the following fees related to the required improvements that would otherwise be
charged by the City at any time prior to the completion deadline of December 31, 2014: (i) all building
permit, plan review, inspection and re-inspection fees; (ii) all zoning fees; (iii) all temporary encroachment
fees; (iv) all platting fees; and (v) all fire, sprinkler and alarm permit fees. The City will also agree to waive
street/sidewalk rental permit fees up to a cap of $100,000.00. The Company will be responsible for all
street/sidewalk rental fees above that amount.
All other fees charged or assessed by the City in accordance with applicable federal, state and local laws,
ordinances, rules and regulations, including, but not limited to, transportation impact fees, water and
sewer impact fees, and parking removal permits are not waived and shall be fully payable.
The project is located in COUNCIL DISTRICT 9.
FISCAL INFORMATION / CERTIFICATION:
The Financial Management Services Director certifies that this action will have no material effect on City
funds.
FUND CENTERS:
TO Fund/Account/Centers
CERTIFICATIONS:
Logname: 17EDPASLTNDANCE
FROM Fund/Account/Centers
Page 3 of 4
Oriqinatinq Department Head:
Additional Information Contact:
ATTACHMENTS
No attachments found.
Fernando Costa (6122)
Jay Chapa (5804)
Robert Sturns (8003)
Logname: 17EDPASLTNDANCE Page 4 of 4
the City in an open meeting held in accordance with Chapter 551 of the Texas
Government Code.
21. COUNTERPARTS.
This Agreement may be executed in multiple counteiparts, each of which shall be
considered an original, but all of which shall constitute one instrument.
EXECUTED as of the last date indicated below:
CITY OF FORT WORTH:
B . C��--.
y�
Fernando Costa
Assistant City Manager
Date: /����3
APPROVED AS TO FORM AND LEGALITY:
By: �
Peter Vaky
Deputy City Attorney
M&C: C-25591 OS-01-12
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Page 25
Economic Development Program Agreement
beriveen City of Fort Worth and Sundance Plaza, LLC, Sundance Plaza Buildings,
Cassidy Block, LLC
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1 r• • � "• 4
A
� -
Building, LLC, and
DEVELOPER:
SUNDANCE PLAZA, LLC,
a Texas limited liabil' y mpany
B Fine Line Dive i ealt�
� its sole mem� � //
By: �
Name: J hnn C be
Title: ice Presiden
ANCE PLAZA BUILDINGS,
a Texas limited lia 'lity mpan�
By Fine Line Di r lf ea ty,
ts sole me e� �
By:_
Name:
Title: ,
SUNDANCE MURAL BUILDING, LLC,
a Texas limited liability c�rl,mpany �
By Fine Line Di
its sole mem
By:_
Namf
Title:
CASSIDY BLOCK, LLC,
a Texas limited liabil' y c pan
By Fine Line Dive si�i �� al �
its sole mem er /� .�
By:_
Name:
Title:
Page 26
Economic Development Program Agreement
between City of Fort Worth and Sundance Plaza, LLC, Sundance Plaza Buildings, LLC, Sundance Mural Building, LLC, and
Cassidy Block, LLC
EXHIBITS
"A" —Description and Map Depicting the Development Property
"B" — Depiction and Description of Development
"C" — Map of Central City
Economic Development Program Agreement
between City of Fort Worth and Sundance Plaza, LLC, Sundance Plaza Buildings, LLC, Sundance Mural Building,
LLC, and Cassidy Block, LLC