HomeMy WebLinkAboutContract 56503 CITY SECRETARY
RCEjV cy0,aTRACI lvO.
ocr 1 ED ,� RECEIVED "',
2?021
C OCT nr 14 2021 =�
IYS 001 CI YOFFORTWOq
ARY Cm'SFCnETA YTH 380 GRANT AGREEMENT
This 380 Grant Agreement ("380 Agreement") is entered into on October 6, 2021
("Effective Date"), by and between the City of Fort Worth, Texas, a home rule municipality
organized under the laws of the State of Texas("City"),and GPIF CD HOTEL LLC,a Delaware
limited liability company ("Hotel Subtenant"), GPIF CD MULTI LLC, a Delaware limited
liability company ("Multi Subtenant"), and GPIF CD OFFICE LLC, a Delaware limited
liability company("Office Subtenant"); collectively referred to herein with Hotel Subtenant and
Multi Subtenant as "Subtenant"), and is authorized pursuant to Chapter 380 of the Texas Local
Government Code.
1. DEFINITIONS.
In addition to terms defined in the body of this 380 Agreement, the following terms shall
have the definitions ascribed to them as follows:
"Business Equity Firm(s)" has the meaning assigned to it in Schedule 2 to this
Agreement,which is attached hereto and incorporate herein for all purposes.
,CCLGC"means Central City Local Government Corporation.
"Completion Date" means the date as of which Substantial Completion of the Project has
been achieved.
"Completion Deadline" means June 30,2024,as may be extended by Force Majeure.
"Force Majeure" means (i) with respect to Subtenant, an event beyond Subtenant's
reasonable control,including,without limitation,acts of God, fires,strikes,national disasters,wars,
riots, material or labor restrictions, delays caused by unforeseen structural issues, weather delays,
injunctions or other legal proceedings brought by third parties, unreasonable delays by the City in
issuing any permits, consents or certificates of occupancy or conducting any inspections of or with
respect to the Project, delays caused by unforeseen construction or site issues, but shall not include
construction delays due to purely financial matters involving Subtenant,such as,without limitation,
delays in the obtaining of adequate financing, and (ii)with respect to the City, an event beyond the
City's reasonable control,including,without limitation,acts of God,fires,strikes,national disasters,
wars,riots,material or labor restrictions, or acts of third parties.
"Fort Worth Cultural District"shall mean the area designated by the City as the Cultural
District/West Seventh Urban District.
"FF&E" means furniture, fixtures and equipment, operating supplies and equipment,
kitchen equipment, and IT.
"Hard Construction Costs" means the aggregate of the payments to the general
contractor for the construction of the Project, including general contractor's and its subcontractors'
direct costs and fees and general contractor's and its subcontractors' Soft Construction Costs.
Page 1 of 16 (DFrVK9AL RECORD
380 Agreement r1W SECRETARY
FT WORTH,TX
However, "Hard Construction Costs" excludes (i) utility infrastructure costs, and (ii) any "Hard
Cost Contingency" under the general contractor construction contract to the extent not allocated
to the general contractor as of the Completion Date.
"Hotel" means a hotel with, among other things, approximately two hundred (200) guest
rooms; minimum 4,500 square foot full-service restaurant; a lobby bar; approximately 8,500
square feet of combined meeting space (which may include ballroom, conference room, and/or
boardroom space); and other supporting facilities commensurate with a full-service hotel. The
Parking Garages,multi-family apartments, and office building are not part of the Hotel.
"Major Event" means an event at Dickie's Arena on a Friday or Saturday evening with
more than 10,000 projected or anticipated attendees.
"Minimum Hotel Operating Standards" means the operating criteria of at least either a
(i) full-service Forbes Travel Guide Four Star Hotel; (ii) a full-service four(4)-diamond rating by
the American Automobile Association; or(iii) an equivalent luxury hotel standard.
"Parking Garages" means Garage Master Unit 1, Garage Master Unit 2 and Garage
Master Unit 3, located in the Project which will contain an aggregated minimum of 800 parking
spaces.
"Project" means the mixed use development located at the intersection of Camp Bowie
Boulevard and Van Cliburn Way, featuring the Hotel, Parking Garages, a minimum of 169 units
of multi-family apartments, and a minimum 150,000 rentable square foot office building.
"Public Improvements"means upgraded facilities that are intended for public use that are
constructed for the benefit of the Project or are otherwise performed pursuant to (i) that certain
Community Facilities Agreement dated August 31, 2021, between Sublandlord and Hotel
Subtenant, City Contract Number 56257, and (ii) that certain Community Facilities Agreement
dated August 30,2021, between Sublandlord and Office Subtenant,City Contract Number 56229,
which may include,without limitation,demolition, environmental remediation in the public right-
of-way, streetscaping, site and street lighting, hardscape and landscape, and other public-
placemaking, including patio or plaza areas in the Project that are accessible to the public.
"Soft Construction Costs" shall mean all costs that do not involve the physical
construction of the Project.
"Substantial Completion of the Project" means that a final or temporary certificate of
occupancy has been issued for all of the Project,including but not limited to the Hotel,multifamily
apartments located west of Van Cliburn Way, office building,Hotel(including,but not limited to,
all guest rooms and public areas) and the Parking Garages, and all portions of the Project, other
than the multifamily apartments located east of Van Cliburn Way,are lawfully open or are lawfully
able to open for business to the general public (or, in the case of the office building, completed to
core and shell condition pending completion of tenant improvement work).
"Total Development Costs"means the aggregate of Hard Construction Costs and al I other
Page 2 of 16
380 Agreement
costs directly expended for the Project including, without limitation, the following: engineering
fees; architectural and design fees; real estate commissions; costs of third-party consultants,
including attorneys and environmental consultants; developer fees; zoning fees; permit fees;
marketing costs; insurance; taxes; financing costs, including loan fees and capitalized interest;
FF&E, and the costs expended for Public Improvements, but excludes land acquisition costs for
the various parcels that make up the Project.
2. SUBTENANT OBLIGATIONS AND COMIVHTMENTS.
2.1. Sublease. The City and Subtenant shall execute a sublease for the Parking Garages
simultaneously upon execution of this 380 Agreement("Sublease"). The Sublease shall include,
among other terms and conditions, the following provisions (which terms and conditions are
recited herein for convenience and are not intended to amend or modify the Sublease, and in the
event of a conflict between the following provisions and the provisions of the Sublease, the
provisions of the Sublease shall control):
2.1.1. Sublease Term. The term of the Sublease shall be an initial 20-year term
and may be renewed and extended for up to four additional 20-year renewal terms by
Subtenant giving written notice to City of Subtenant's election to renew and extend the Term
no later than thirty(30)days prior to the then expiration date of the Term("Sublease Term"),
subject to additional notice and cure rights prior to expiration in the event Subtenant fails to
deliver notice of extension, as set forth in the Sublease.
2.1.2. Sublease Rent. The total rent for the sublease of the Parking Garages
will be equal to $800,000.00, except as otherwise necessary to achieve the fair market
value,as determined in the Sublease,for the use of the Parking Garages("Sublease Rate"),
plus the difference between the CCLGC's annual debt service amount on the bonds issued
to acquire the Parking Garages and the Sublease Rate ("Debt Service Difference")
(collectively,"Sublease Rent").
2.1.2.1. Sublease Rate. The Sublease Rate is based upon a triple net
lease with Subtenant being responsible for the costs of operation of the Parking
Garages and the payment of all property taxes, insurance, and maintenance of
the Parking Garages.
2.1.2.2. Sublease Payment. Of the total Sublease Rent, Subtenant will be
responsible for paying a total of$800,000.00 per year to the City for the sublease
of the Parking Garages (each a "Sublease Payment"),with the remaining amount
to be credited through 380 Grants as set forth below.
2.1.2.3. 380 Grants. City will provide an annual grant to Subtenant in an
amount equal to the amount by which the Sublease Rent exceeds the Sublease
Payments("380 Grant"). The annual 380 Grant will be applied as a credit against
the Sublease Rent and will be paid to CCLGC.
Page 3 of 16
380 Agreement
2.1.3. Public Parking Spaces. Subtenant,as part of its operation of the Parking
Garages,will make a minimum of 400 spaces ("Public Spaces") available for public
use during the minimum hours of 6:00 p.m. to 7:00 a.m. on weekdays and all day on
weekends (with the understanding that Subtenant may collect fees for such parking).
2.1.3.1. Maior Events. The City shall have the right to reserve the use of
the Public Spaces during the hours specified in Section 2.1.3 above for use by the
public in relation to no more than ten (10) Major Events per calendar year;
provided, however, in order to provide parking for the Project during the Major
Events for parking unrelated to such Major Events, at least 50 of the Public
Spaces must remain available to the general public at all times and at least 100
of the Public Spaces must remain available to the general public during evenings
and on weekends. Subtenant may collect fees for parking during Major Events.
2.1.4. Net Revenues. Subtenant will pay City annually an amount equal to 25%
of any Short-Term Parking net revenue collected by Subtenant from the Public Spaces in
the Parking Garages during the first five(5)years of the Term and 50%of such Short-Term
parking net revenue from the Public Spaces for all subsequent years of the Term, each after
deductions for amounts payable by Subtenant under the Sublease, as well as reasonable
operating and maintenance expenses directly related to repair, replacement, maintenance,
management and operation of the Parking Garages(subject to an annual cap on Subtenant's
attorneys' fees in the amount of$25,000) ("Net Revenues").
2.1.5.Records.Upon written notice, Subtenant will provide City with reasonable
access to financial records relating to the Net Revenues in a form and on terms specified
within the Sublease.
2.1.6. Purchase of Parking Garages.
2.1.6.1. Option. During the 20th and final year of the initial term of the
Sublease, Subtenant shall have the right to purchase the Parking Garages for a
purchase price equal to the price paid by CCLGC to purchase the Parking Garages
minus (i) the net present value, based upon a discount rate equal to six percent
(6%) per annum, of all Sublease Payments (specifically excluding any 380 Grant
payments) and (ii) the total Net Revenues paid by Subtenant to City as of that
date. If the Sublease is extended beyond its initial 20-year term, Subtenant
shall have an ongoing option to purchase any or all of the Parking Garages at
their fair market value. The Sublease will terminate as to the Parking Garages
conveyed to Subtenant. Further, in the event of a termination of the Parking
Garage Lease with Option to Purchase between CCLCG and the City (the
"Master Lease") by the Landlord, Subtenant will have the right to exercise
the applicable purchase option described herein. The purchase options
described in this Section will be granted by CCLGC to the City in the Master
Lease and will be assigned by City to Subtenant.
Page 4 of 16
380 Agreement
2.1.6.2. Right of First Refusal. Subtenant will have a right of first
refusal to purchase the Parking Garages in the event CCLGC or the City
desires to sell any or all of the Parking Garages. The right of first refusal to
purchase the Parking Garages described in this Section will be granted by
CCLGC to the City in the Master Lease and will be assigned by City to
Subtenant in the Sublease.
2.1.7. Assignment of Sublease. Subtenant's rights to sell, assign, transfer, or
otherwise convey any of its rights or obligations under the Sublease are governed by the
terms and conditions set forth in the Sublease.
2.2. Construction and Completion of Proiect.
2.2.1. Subtenant agrees that on or before the Completion Deadline (i) at least
$165,000,000 in Hard Construction Costs and FF&E shall have been expended or incurred
for the Project; (ii) at least $200,000,000 in Total Development Costs shall have been
expended or incurred for the Project; (iii) at least$1,230,000 in Total Development Costs
shall have been expended or incurred for Public Improvements for the Project; and (iv)
Substantial Completion of the Project shall have occurred(collectively,the"Construction
and Completion Commitment"). For any sums incurred but not yet paid as of the
Completion Deadline, Subtenant shall provide the City with proof that such amounts were
paid promptly following actual payment.
2.3. Proiect Requirements.
2.3.1 The following minimum requirements will apply to the Project:
(1) The Parking Garages shall contain an aggregated minimum of 800 spaces.
(2) The Hotel shall have a minimum of 200 hotel rooms.
(3) The Project shall have a minimum of 8,500 square feet of combined meeting
space (which may include ballroom, conference room, and/or boardroom
space).
(4) The Project shall have a minimum 4,500 square foot full-service restaurant.
(5) The Project shall have a minimum of 169 units of multi-family apartments.
(6) The Office Building shall have a minimum of 150,000 rentable square feet.
2.3.2. The City acknowledges its receipt and consent to the preliminary plans and
specifications attached hereto and made apart hereof as Schedule 1 depicting the Parking
Garages (collectively, the "Plans"). The City's consent to the Plans shall not be a
representation or warranty of the City that such plans are adequate for any use or comply
with any law, nor shall it be construed as the City mandating construction means or
methods. Subtenant reserves the right to make modifications,amendments,and updates to
the Plans in Subtenant's sole discretion, other than any Major Change which requires the
written approval of the City. "Major Change" means any changes to the Plans which
diminishes the aggregate number of parking spaces in the Parking Garages to below 800
Page 5 of 16
380 Agreement
parking spaces, materially revises the footprint of the Parking Garages, or materially
diminishes the mechanical, structural, or architectural integrity of the Parking Garages.
2.3.3. Subtenant shall enter into a maintenance agreement with the City,upon the
City's customary form and reasonably acceptable to Subtenant, for Subtenant to maintain
any portion of the Public Improvements to be located within a public right-of-way.
2.4. BEF Construction Spendinii Commitment.
2.4.1. By the Completion Date, Subtenant agrees to have spent or incurred 15%
of Hard Construction Costs with Business Equity Firms (the `BEF Construction
Spending Commitment"). For any sums incurred but not yet paid as of the Completion
Deadline, Subtenant shall provide the City with proof that such amounts were paid
promptly following actual payment.
2.5. Hotel Operations.
2.5.1. Upon substantial completion and within twelve (12) months of opening to
the public, the Hotel must operate and market itself at all times during the Sublease
Term at or above the Minimum Hotel Operating Standards (as such term is defined in
the Sublease). Failure to meet these requirements, after commercially reasonable
notice and cure rights,will constitute a default wider this 380 Agreement under Section
4.4 below.
2.5.2. Throughout the Sublease Term,Hotel Subtenant will make available to the
City (or to a duly designated economic development partner organization of the City as
indicated in writing) up to 50 room nights per annum in standard hotel rooms on an as-
available basis without charge to the City or the City designated guest for purposes of
promoting the economic development of the City or region, including but not limited to
business guests, site selectors, real estate brokers, and dignitaries. Request of the rooms
will be at the sole discretion of the City provided that sufficient advance notice is given
and that reasonable conditions will apply, such as room availability and restricted dates.
Hotel Subtenant shall be permitted to charge City-designated guests for ancillary items,
amenities, food and beverage, damages to hotel rooms and other property of Hotel
Subtenant, and other services generally charged to guests of the Hotel Subtenant in
connection with the utilization of the 50 room nights provided herein. Failure to meet the
requirements under this Section 2.5.2 will not constitute a default under this 380
Agreement.
2.6. Deleted by agreement of the parties.
2.7. Reports and Filings.
2.7.1. Plan for Use of Business Eguily Firms. Subtenant's plan as to how it will
attain its construction spending commitments for Business Equity Firms, as
outlined in Section 2.4.1, is to reasonably endeavor to require the selected general
contractor to comply with such requirements. Subtenant shall also monitor the
Page 6 of 16
380 Agreement
general contractor's compliance with such requirements.
2.7.2. Monthly Spending Reports. From the later to occur of(a) the Effective
Date or(b)the date as of which Subtenant receives a permit to initiate construction
of any portion of the Project,until the Completion Date,in order to enable the City
to assist Subtenant in meeting its commitment for construction spending with
Business Equity Firms, Subtenant will provide the City with a monthly report(due
no later than the last day of each month for the preceding calendar month)in a form
reasonably acceptable to the City that specifically outlines the (i) then-current
aggregate Hard Construction Costs expended by and on behalf of Subtenant for
construction of the Project as well as such Hard Construction Costs expended since
the last date reported in the previous month's report (the "Incremental
Construction Expenditures") and (ii) the then-current aggregate Hard
Construction Costs expended by and on behalf of Subtenant with Business Equity
Firms for construction of the Project. If final information is not available when the
monthly report is filed, such information shall be included on the next monthly
report following availability of such information. Subtenant agrees to meet with
the City's Office of Diversity and Inclusion from time to time as reasonably
necessary for assistance in implementing such plan and reasonably endeavor to
address any concerns that the City may have with such plan.
2.7.3. Construction Spending Reports. Once Subtenant has caused to be
expended at least $165,000,000 in Hard Construction Costs and FF&E for the
Project, Subtenant will make available to the City, to the extent not previously
provided,data that specifically outlines such expenditures,together with supporting
invoices and other documents necessary to demonstrate that such amounts were
actually paid by Subtenant.
In addition, as soon as practicable but within one hundred eighty (180) calendar
days following the Completion Date, Subtenant will provide the City with a report
in a form reasonably acceptable to the City that specifically outlines all Hard
Construction Costs expended by Subtenant for construction of the Project,together
with supporting invoices and other documents necessary to demonstrate that such
amounts were actually paid by Subtenant. This report shall also include Hard
Construction Costs expended by Subtenant for construction of the Project with
Business Equity Firms, together with supporting invoices and other documents
necessary to demonstrate that such amounts were actually paid by Subtenant to such
companies. This report is required in order for the City to assess Subtenant's
compliance with its construction spending commitments for Business Equity Firms,
and for purposes of calculating 380 Grants paid by the City in accordance with
Section 3 of this 380 Agreement.
2.8. Inspection of Project. Subject to the rights of any tenants or occupants of the
Project (including, without limitation, guests of the Hotel), during the Term of this 380
Agreement (but no more frequently than four (4) times per year), following reasonable
advance notice to Subtenant, the City shall have, and Subtenant shall provide or cause to
Page 7 of 16
380 Agreement
be provided, access to the Project in order for the City to inspect the same to ensure
compliance with this 380 Agreement. Subtenant may require that any individuals
inspecting the Project on behalf of the City be escorted at all times by an employee or
authorized representative of Subtenant and such entry shall be subject to the City's
compliance with all on-site entry restrictions, safety protocols, timing restrictions,
protocols and other limitations, requirements and restrictions imposed or required by
Subtenant or Subtenant's general contractor, any other contractor or any governmental
authority(including,without limitation,those regarding proper apparel, safety equipment,
safety rules, and any other instructions regarding accessibility to portions of the Project).
However, Subtenant, its officers, agents, servants, employees, contractors and
subcontractors, shall reasonably cooperate with the City during any such inspection.
2.9. Audits. For a period ending one (1) year after the Completion Date, Subtenant
agrees that the City will have the right to audit,at the City's own expense,the financial and
business records of Subtenant that directly relate to the Total Development Costs expended
by Subtenant in constructing the Project, including Hard Construction Cost expenditures
with Business Equity Firms (collectively "Project-Related Records"). Subtenant shall
make all Project-Related Records available for review by the City at the Project or at
another location in the City acceptable to both parties following reasonable advance notice
by the City and shall otherwise reasonably cooperate with the City during any audit.
3. 380 GRANT. Subject to the terms and conditions of this 380 Agreement, the City will
pay Subtenant a grant("380 Grant") each year throughout the Sublease Term,beginning with the
first full year following the Completion Date, as follows:
3.1. Amount of Each 380 Grant. The amount of each annual 380 Grant shall equal
the amount by which the Sublease Rent exceeds the Sublease Payments (the "Grant
Amount" of each 380 Grant).
3.2. City Credits Sublease Rent. Notwithstanding anything to the contrary herein,the
Grant Amount shall be applied as a credit against the Sublease Rent,and Subtenant hereby
directs and authorizes the Grant Amount to be paid directly to the CCLGC.
3.3. Deadline for Payment of 380 Grant, Nature of Funds. Each annual 380 Grant
owed pursuant to and in accordance with this Section 3 will be paid by the City to CCLGC,
as authorized herein, on or before the forty-fifth (45th) calendar day following the end of
the previous calendar year. It is understood and agreed that all 380 Grant payments paid
pursuant to this 380 Agreement shall come from currently available general revenues of
the City and not directly from any specific taxes or tax revenues, including,but not limited
to, any hotel occupancy tax or sales tax revenue generated by the Project.
4. DEFAULT, TERMINATION, SUSPENSION OF OBLIGATIONS AND FAILURE
BY SUBTENANT TO MEET VARIOUS COMMITMENTS.
4.1. Failure to Meet Construction and Completion Commitments. Subtenant shall
be in default under this 380 Agreement if it does not meet the Construction and Completion
Page 8 of 16
380 Agreement
Commitments by the Completion Deadline. In such an event, the City shall notify
Subtenant in writing of the existence of such default. If Subtenant has not cured such
default within ninety (90) calendar days following receipt of such notice, the City shall
have the right, as its sole and exclusive remedy and as applicable, to either (i) equitably
reduce the amount of the 380 Grants proportionate to the amount by which Subtenant failed
to satisfy any spending commitments, or (ii) if the default relates to failure to timely
complete construction,terminate this 380 Agreement by notifying Subtenant in writing.
4.2. Deleted by agreement of the parties.
4.3. Failure to Pay City Taxes. An event of default shall occur under this 380
Agreement if any (i) real property taxes attributable to the portions of the Project owned
by Subtenant; (ii) any personal property taxes attributable to personal property owned or
leased by Subtenant in the Project; (iii) any hotel occupancy taxes attributable to the Hotel
and owed to the City pursuant to Chapter 351 of the Texas Tax Code and Chapter 32 of the
City Code;or(iv)any municipal sales taxes attributable to the Hotel and owed to the City
pursuant to Sections 321.101(a) and 321.103 of the Texas Tax Code become delinquent
and Subtenant does not either pay such taxes or properly follow the legal procedures for
protest and/or contest of any such taxes. Upon the occurrence of such default, the City
shall notify Subtenant in writing and Subtenant shall have (i) thirty (30) calendar days to
cure such default or (ii) if Subtenant has diligently pursued cure of the default but such
default is not reasonably curable within such time,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, as its sole and exclusive remedy, shall have the right to terminate
this 380 Agreement immediately by providing written notice to Subtenant and shall have
all other rights and remedies that may be available to it under the law with respect to the
collection of any such delinquent taxes.
4.4. Failure to Comply with Minimum Hotel Operating Standards. If at after the
first(Is)year of the opening of the Hotel,the City believes that the Hotel has ceased to be
operated in accordance with all Minimum Hotel Operating Standards,and if such failure is
not cured within the time periods set forth in this Section 4.4 following receipt of written
notice from the City, then such failure shall be an event of default under this 380
Agreement, and the City shall provide written notice to Subtenant and Hotel that
specifically sets forth the basis of the City's opinion. Hotel shall have ninety (90) days
from the date of the City's notice to bring the Hotel into operating compliance with all
Minimum Hotel Operating Standards, during which time the City will continue to pay all
380 Grant payments in accordance with this 380 Agreement. If Hotel has not cured such
default within ninety (90) calendar days following receipt of such notice, the City shall
have the right to suspend any future 380 Grant upon written notification to Hotel and
Subtenant until the Minimum Hotel Operating Standards are met, and all such suspended
380 Grant payments shall be forfeited by Subtenant. Provided, however, if the failure to
operate in accordance with all Minimum Hotel Operating Standards is of a temporary
nature that will be remedied in no more than 180 days,Hotel will not be considered to have
ceased operations in accordance with all Minimum Hotel Operating Standards. Once Hotel
Page 9 of 16
380 Agreement
has resumed operating in accordance with all Minimum Hotel Operating Standards,Hotel
will notify the City in writing.
4.5. Failure to Submit Reports or Make Data Available to the City. If Subtenant
fails to submit all or any reports or make data available to the City, as the case may be and
as required by Section 2.7, the City will notify Subtenant in writing, and the City's
obligation to pay any future 380 Grant shall be suspended until Subtenant has provided
such report(s) or made such data available for review by the City.
4.6. Other Breaches. In the event that Subtenant breaches this Agreement and such
breach is not covered by Sections 4.1 -4.5 above,the City shall notify Subtenant in writing,
which notice shall specify the nature of the breach, and Subtenant shall have thirty (30)
calendar days to cure the breach, or if such breach is not reasonably curable within thirty
(30)calendar days, such additional time as may be reasonably necessary to cure the breach
provided that Subtenant is diligently pursuing cure. If the breach has not been fully cured
within such time, the City shall have all rights and remedies available under the law or in
equity other than termination of this 380 Agreement,including,but not limited to,the right
to demand specific performance to cure the breach and to collect damages plus reasonable
attorneys' fees incurred in the enforcement of this 380 Agreement.
4.7. Equitable Reduction of 380 Grant. Notwithstanding anything in Section 4.1
above to the contrary, if Subtenant fails to meet the BEF Construction Spending
Commitment, this shall not be a default under this 380 Agreement, but the 380 Grant
payments shall be reduced by the percentage by which Subtenant failed to meet the BEF
Construction Spending Commitment;provided, however, such proportionate reduction of
the 380 Grant payments shall be capped at ten percent(10%) in the aggregate.
5. Assignment of 380 Agreement. Subtenant may not sell, assign, transfer, or otherwise
convey any of its rights or obligations under this 380 Agreement, either in whole or in part, prior
to the Completion Date, except to an affiliate of Subtenant; provided, however, Subtenant may
collaterally assign this 380 Agreement (a "Collateral Assignment") to any Subleasehold
Mortgagee (as defined in the Sublease) and shall execute a consent to such collateral assignment
in a form and substance reasonably acceptable to the City. After the Completion Date, Subtenant
may assign,transfer,or otherwise convey any of its rights or obligations under this 380 Agreement,
either in whole or in part, to any entity that acquires all or a portion of the Project without the
consent of the City or CCLGC; except as provided in any Collateral Assignment and consent
executed by the City with respect thereto, for all other assignments, the consent of CCLGC and
City is required, such consent not to be unreasonably withheld, conditioned or delayed. If
ownership of any of the Parking Garages is transferred by Subtenant through a sale, the parties
will reasonably cooperate in good faith to negotiate to assign all or part of this 380 Agreement as
necessary to support the split in ownership and execute such agreement(s) as may be reasonably
requested by Subtenant(include one or more new agreements on substantially the same terms as
provided herein, to the extent applicable to a Parking Garage). Notwithstanding anything to the
contrary, any assignment expressly requiring CCLGC's or City's consent will require the
execution of a consent to assignment between Subtenant, its assignee, City, and CCLGC, which
Page 10 of 16
380 Agreement
consent will not be unreasonably withheld. Such consent may be granted administratively by
CCLGC and City.
6. Rule of Construction. The City and Subtenant acknowledge that each has reviewed and
revised this Sublease and agree that the normal rule of construction to the effect that any
ambiguities are to be resolved against the drafting party shall not be employed in the interpretation
of this 380 Agreement or any amendments or exhibits hereto.
7. Authority.Each person executing this 380 Agreement,by execution hereof,represents and
warrants that he or she is fully authorized to do so, and that no further action or consent on the part
of the party for whom he or she is acting is required to the effectiveness and enforceability of this
380 Agreement against such party following such execution.
8. Counterparts. This 380 Agreement may be executed in any number of counterparts,each
of which will for all purposes be deemed to be an original, and all of which are identical.
9. Applicable Law, Place of Performance. THIS 380 AGREEMENT SHALL BE
CONSTRUED UNDER AND IN ACCORDANCE WITH THE LAWS OF THE STATE OF
TEXAS. ALL OF THE OBLIGATIONS CONTAINED HEREIN ARE PERFORMABLE IN
TARRANT COUNTY, TEXAS.
10. Venue. Venue of any action brought under this 380 Agreement shall be in state courts
located in Tarrant County, Texas or the United States District Court for the Northern District of
Texas, Fort Worth Division.
11. Entire Agreement.This 380 Agreement and the Sublease constitutes the entire agreement
between the City and Subtenant, and there are no other covenants, agreements, promises, terms,
provisions, conditions, undertakings, or understandings, either oral or written, between them
concerning the 380 Grants other than those herein set forth.No subsequent alteration, amendment,
change, deletion or addition to this 380 Agreement shall be binding upon the City and Subtenant
unless in writing and signed by both the City and Subtenant.
12. Headings. The headings, captions, numbering system, etc. are inserted only as a matter of
convenience and may under no circumstances be considered in interpreting the provisions of this
380 Agreement.
13. Binding Effect.All of the provisions of this 380 Agreement are hereby made binding upon
the successors, legal representatives, and assigns of both parties hereto.
14. Severability. If any clause or provision of this 380 Agreement is or becomes illegal,
invalid or unenforceable because of present or future laws or any rule or regulation of any
governmental body or entity, effective during the Term, the intention of the parties hereto is that
the remaining parts of this 380 Agreement shall not be affected thereby.
15. Governmental Powers. By execution of this 380 Agreement, the City does not waive or
surrender any of its governmental powers or immunities.
16. Third Party Beneficiaries. Nothing contained in this 380 Agreement shall be construed
so as to confer upon any other party the rights of a third party beneficiary except rights contained
herein for the benefit of any Project mortgagee.
Page 11 of 16
380 Agreement
consent will not be unreasonably withheld. Such consent may be granted administratively by
CCLGC and City.
6. Rule of Construction. The City and Subtenant acknowledge that each has reviewed and
revised this Sublease and agree that the normal rule of construction to the effect that any
ambiguities are to be resolved against the drafting party shall not be employed in the interpretation
of this 380 Agreement or any amendments or exhibits hereto.
7. Authority.Each person executing this 380 Agreement,by execution hereof,represents and
warrants that he or she is fully authorized to do so, and that no further action or consent on the part
of the party for whom he or she is acting is required to the effectiveness and enforceability of this
380 Agreement against such party following such execution.
8. Counterparts. This 380 Agreement may be executed in any number of counterparts, each
of which will for all purposes be deemed to be an original, and all of which are identical.
9. Applicable Law, Place of Performance. THIS 380 AGREEMENT SHALL BE
CONSTRUED UNDER AND IN ACCORDANCE WITH THE LAWS OF THE STATE OF
TEXAS. ALL OF THE OBLIGATIONS CONTAINED HEREIN ARE PERFORMABLE IN
TARRANT COUNTY, TEXAS.
10. Venue. Venue of any action brought under this 380 Agreement shall be in state courts
located in Tarrant County, Texas or the United States District Court for the Northern District of
Texas,Fort Worth Division.
11. Entire Agreement.This 380 Agreement and the Sublease constitutes the entire agreement
between the City and Subtenant, and there are no other covenants, agreements, promises, terms,
provisions, conditions, undertakings, or understandings, either oral or written, between them
concerning the 380 Grants other than those herein set forth.No subsequent alteration,amendment,
change, deletion or addition to this 380 Agreement shall be binding upon the City and Subtenant
unless in writing and signed by both the City and Subtenant.
12. Headings. The headings, captions, numbering system, etc. are inserted only as a matter of
convenience and may under no circumstances be considered in interpreting the provisions of this
380 Agreement.
13. Binding Effect.Atl of the provisions of this 380 Agreement are hereby made binding upon
the successors, legal representatives, and assigns of both parties hereto.
14. Severability. If any clause or provision of this 380 Agreement is or becomes illegal,
invalid or unenforceable because of present or future laws or any rule or regulation of any
governmental body or entity, effective during the Term, the intention of the parties hereto is that
the remaining parts of this 380 Agreement shall not be affected thereby.
15. Governmental Powers. By execution of this 380 Agreement, the City does not waive or
surrender any of its governmental powers or immunities.
16. Third Party Beneficiaries. Nothing contained in this 380 Agreement shall be construed
so as to confer upon any other party the rights of a third party beneficiary except rights contained
herein for the benefit of any Project mortgagee.
IN WITNESS HEREOF,the parties hereto have executed this 380 Agreement to be effective as
of the Effective Date.
CITY:
CITY OF FORT WORTH
By: see 04do ionPA
Name:
Title:
GARAGE UNIT 1 SUBTENANT: GARAGE UNIT 2 SUBTENANT:
GPIF CD MULTI LLC, GPIF CD OFFICE LLC,
a Texas 1'mi d liaN ity co ny a Texas 1' it d liabiliL:2io�
By. By:
Name: ANUKEW LUMbAKU1 Name: NDREW LOMBARDI
Title: SVP, UENERAL COUNSEL Title: SVP, GENERAL COUNSEL
GARAGE UNIT 3 SUBTENANT:
GPIF CD HOTEL LLC,
a Texas 'mi d liabil' y corn y
By:
Name: ANDREW LOMBARDI
Title: SVP, GENERAL COUNSEL
ADDITIONAL CITY OF FORT WORTH REQUIRED SIGNATURE
ATTESTED BY:
1; '
Ronald P. Gonzales �' ,'�_
Acting City Secretary :;p o�
��,� ...Y
DATE:
OFF C AL RECORD
MY SECRETARY
F'r.
ADDITIONAL CITY OF FORT WORTH REQUIRED SIGNATURES:
Contract Compliance Manager
By signing, I acknowledge that I am the person responsible
for the monitoring and administration of this contract, including
ensuring all performance and reporting requirements.
ame: o` sir.,•:
Title: c 4n r' c j""0/ �P�y
APPROVED AS TO FORM AND LEGALITY:
14 ad'm
iL/eann-Guzman
Deputy City Attorney
OFMAL kFC,- RE-11
Schedule 1 to 380 Agreement
PLANS
Schedule 1 —Cover Page
380 Agreement
I
I I I � I I I _
® ------------
D
1 L_L JI 1_ 10
m � ` i I � � I I u—� • � � i
ul 1
—- I f
1 I I I
\
t.
J '
u \�/
' I
T,
-44
L�
LIS
[
Z � $ � � �e �• E
F
D g R FORT WORTH HOTEL
oc
FORT WORTH,TX •..,">�� s�y�a" �.
C:) 4 3ig�
111
9 1I T T T. 1- T T.-T
m
z --'-
A
61 6,
z
—�2— L—L
Ll
9 I
_ I {19
4-
Cn cn A
>
--------- Qm
77 ;
m
El
m I
co
T—
T
4Y I I
7=71
L
'41
fifHaff
v CLIBUR VO( a I>
CRESCENT MUSEUM PLACE In
XI
m
vm W 7th St.&Van Cliburn Way
LA 0 ARCHITECTS
Fort Worth,TX 76107 In
(0) Dallae I Fort Worth I Austln
S 1 m
0 z
X PERMIT SET
�e 1
I
r
g
.+ww
.�Rnnnu ! �_ Isnn noon 1:11�
1 L --L- - _ - _— - _tl •a—'I, ��F-���—_Y �I
C - �• � gw>..�.�a 111
■ .I■ul
i
�q¢• c:.ns:s���� pv :a:r.::Fs3:. `• '.i-a 'ate i
���-��®,�► a ®,®®, ®�!
� 0
- 1
/ 0
a m
5 T T I
r '
e m -- i� I -_ - - -- — --r I - - - - I I- i
;o
Z
I '
GI
I
I I.
8
I' I
g �y
In
I3 I m< �� i l
--- --- cnm -- - --
_— - I -
I I
y jr�
O I
�
I _
I I I I I o-
--- ----- -I - ---- - -_ -;I
I
1I Z - c c
m I I I m I I `y
Z I �Rj I 1
0 m I m C Z
} m m XTV0 II
l/e��— -- -- �--- y 'i—� IIiT-b--- D-- -- -
-I I ; I I
I m b I I D , , I —I
I I I I
m m
tm
I I I m I --I -- — -- - �Ae= IT
- 1
o--- I — — - -- - - IF I -
1Le-
- I
V �N CLIBUR 0I-. (
--I
;I����������������� CRESCENT MUSEUM PLACE In
& m
W 7th St.&Van Cliburn Way ARCHITECTS
u z 1 ' Fort Worth,TX 76107 n ��
s o m Deilae I Fort Worth I Austin
S ` Z
N s A ll" PERMIT SET �
�-
r i I
I I
I
1
' r
r o
I
\ r �
1 _
/. x-r x•r �
I �
�_ ,
` m A
NnIZ
ml
j--------- ------ _J
i
1i
r
1 §
-a-n
e-
1
o IIi i a
' s I I, III
- a-:-.gin-n�.... ....... .._n..,_...�.. ----- ------------ ------------------------- --
- ------ -- -- -
i�
A ° 9IIIIIII MUSEUM PLACE OFFICE
BLOCK B,VAN CLIBURN WAY&CAMP BOWIE BLVD. 05 ARCHITECTS
FORT WORTH,TX,76107
Dallas I Fort Worth I Austin
PERMIT SET
m o a�
T'
- - -------------
L
Ti
---------------
HENRI
i R
rH 25
-X7
sm
-n
0
0
r-----I
z as
z -------
T73
Ili P
MUSEUM PLACE OFFICE
z BLOCK B,VAN CLIBURN WAY&CAMP BOWIE BLVD.
FORT WORTH,TX,76107 ARCHITECTS
Dallas Fort Worth I Austin
o
PERMIT SET
I
e IN
I
1
�1 I I
�pIm
o II I
I i -
a '
o I ,
0 6
, I
\ II 1
- \\
1 111 V' ' I 1 9 is� t T
1
I 4S�T
1
II I � II
1 !
' I �
i
I
I ®
q ; I
v sR
I I R I i
�1
9a
L@
I >
�� 9D I II I II I MUSEUM PLACE OFFICE
z z _ BLOCK B,VAN CLIBURN WAY&CAMP BOWIE BLVD. • ARCHITECTS
o D � _ � FORT WORTH,TX,T6107 Dallas Fort Worlh AueOn
g o
N m .� PERMIT SET
I
----------L------- -- -- --- --
I
I
-
�
�T I
N
N1_ q
%
, o
o _
- -
rl
\ I
\ 1
i I
\ I
\ I \
' / I mm�c \
\
V \II
I 1 '
1 1
I \\ \ 1 1 ¢$^c
li nF I '1\ 1 f' �F qao
I 1 I
\ 1
\
, 1
I _ 1
L �— III IUI I IVI ae
9 T
o
gl 1
I
Z -- - -- --
)� L.
j I II
I; I I I II I I I iL C4
sr
1{ T gl III II I°D° II MUSEUM PLACE OFFICE
z z BLOCK B,VAN CLIBURN WAY&CAMP BOWIE BLVD.
FR�� . ARCHITECTS
D N scR/ ,
FORT WORTH,TX,76107Dallas I Fort Worth I Aualln
°oo PERMIT SET
° I --
I:I
y,5
I II
I
-
^ — ---- 1 --- ---
`
I
a 1
i_
`%` I 111 1 I ) 9 IIII
c
q
�TW 1 v
1 I I T \ I
\ ./ vmz ,\
yWz z
no E
I
• 5 \ ,t.� ,�.r N T
11 t 1
YI I \
1 \ 1 11
aFP
Y �c
II �2�1\III \��f I �� \1 q3•�F
oI• 1 f $
1
V LLL111 i
1 1 1 I I W i II
40
• e- I �--lV m J II Z III
-O 1 II I m I
t " '
1 �p f; II II �• I III I
1
HF F
MUSEUM PLACE OFFICE
A BLOCK B,VAN CLIBURN WAY&CAMP BOWIE BLVD. 0% . ARCHITECTS
cZ ="y FORT WORTH,TX,76107
9 C
D ,�a Dallas Fort Worth Austin
8 so AAA'' PERMIT SET
m ? am
;y I -- ------------------------ -— ._-— --
e a_ I
I
' I 3
s s mlm '4 I
- I
tl Ind X (�I� I •�� I � x \
o ' v
T A E 7
I I \
, 1
S3 \
1 �4�
1 4
VIV
\
\ I I
I \ I -----� I---•-- w g I
r
s-
�� -
I
t
Q9
rlx f s,
I• fa
lr 1 l K F
Q
MUSEUM PLACE OFFICE p Los
ARCHITECTS
z'—` BLOCK B,VAN CLIBURN WAY&CAMP BOWIE BLVD.
FORT WORTH,TX,76107
Dallas Fort Worth Austin
PERMIT SET
K� I
1
ET
ro
gl I ° � � I 9
ego
r
\ 1
' 9
o /
` 111
.I
. I 1
1 i
y@25 `, s
m�� 1
•
• ' 1 \ 1 I I I
1 I I
1 R
1
1 eg ,1, q 1 i ggE¢
/ 1
1 1 L •t l II ��(� SS�
-n
5 I f1m e-
q0
i f -
Z 1 I I — -- it - -- -- •� __.
1
I c —
r- III I I Is
� i oa°• �� 1 ex
$� 9A IIIIIII MUSEUM PLACE OFFICE
BLOCK B,VAN CLIBURN WAY&CAMP BOWIE BLVD. • ARCHITECTS
7 =" FORT WORTH,TX,76107
® DallasLei 1 Fort Worth Auetln
m A ""' PERMIT SET
Schedule 2 to 380 Atireement
DEFINITION OF BUSINESS EQUITY FIRM
"Business Equity Firm" shall mean a contractor,subcontractor,vendor,or Independent Firm that
is a Certified MBE and/or WBE with a Significant Business Presence in the City's
Marketplace.
"Certified" shall mean those firms identified by the North American Industry Classification
System(NAICS)that have been determined to be a bona fide MBE or WBE by the North
Central Texas Regional Certification Agency(NCTRCA),the Dallas/Fort Worth Minority
Supplier Development Council(DFW/MSDC), Women's Business Council-SW(WBCS),
Texas Department of Transportation (TxDOT) or other certifying agency that the DVIN
may deem appropriate and accepted by the City.
"City" shall mean the City of Fort Worth,Texas.
"Disparity Study" shall mean the City of Fort Worth Disparity Study finalized and presented to
city council on June 16, 2020.
"DVIN"The City's department of diversity and inclusion.
"Independent Firm" shall mean a firm whose viability does not depend on its relationship with
another firm.
"Joint Venture" shall mean a business entity formed by two or more independent Persons for the
purpose of pursuing a common objective, such as a prime contract. The resulting business
entity has additional resources and capacity, enhancing its ability to compete for larger
awards.A Joint Venture is generally characterized by shared ownership,shared returns and
risks, and shared governance. In a Joint Venture, the prime managing partner holds 5 1%
or more interest in the business. Partner(s) hold less than 5 1% interest but in most cases,
not less than 20%.
"Marketplace" shall mean the geographic area as defined by the City's Disparity Study.
"Minority Individual" shall mean a Person who is a member of any of the following:
(1) "Black Americans," which includes persons having origins in any of the Black racial
groups of Africa;
(2) "Hispanic Americans," which includes persons of Mexican, Puerto Rican, Cuban,
Dominican, Central or South American, or other Spanish or Portuguese culture or origin,
regardless of race;
(3) "Native Americans,"which includes persons who are enrolled members of a federally or
State recognized Indian tribe,Alaska Natives, or Native Hawaiians;
(4) "Asian-Pacific Americans, which includes persons whose origins are from Japan,China,
Taiwan, Korea, Burma (Myanmar), Vietnam, Laos, Cambodia (Kampuchea), Thailand,
Malaysia, Indonesia,the Philippines, Brunei, Samoa, Guam, the U.S. Trust Territories of
Schedule 2—Page 1
380 Agreement
the Pacific Islands(Republic of Palau),Republic of the Northern Marianas Islands, Samoa,
Macao, Fiji, Tonga, Kirbati, Tuvalu, Nauru, Federated States of Micronesia, or Hong
Kong;
(5) Subcontinent Asian Americans," which includes persons whose origins are from India,
Pakistan,Bangladesh,Bhutan,the Maldives Islands,Nepal or Sri Lanka;
"Minority-Owned Business Enterprise (MBE)" shall mean a business entity, including but not
limited to a sole proprietorship, partnership, corporation, limited liability company,
association or Joint Venture:
(1) Which is at least 5 1% owned by one or more Minority Individuals, or in the case of a
publicly traded business, at least 5 1%of all classes of the stock of which is owned by one
or more Minority Individuals; and
(2) Whose management, policies, major decisions and daily business operations are
independently managed and controlled by one or more such more Minority Individuals;
"Person" shall mean a natural person or business entity, including but not limited to a sole
proprietorship, partnership, corporation, limited liability company, association or Joint
Venture.
"Significant Business Presence" shall mean a Person(1)which has its principal place of business
located inside the Marketplace; (2) which has its principal place of business located outside the
Marketplace but has been verified to be in existence for a minimum of 24 months and from which
at least 20%of the business's workforce is based in the Marketplace; or(3)which has cumulative
business receipts greater than$1,000,000 for work done in the Marketplace since January 1,2013.
"Woman" shall mean an adult Person of the female gender.
"Women-Owned Business Enterprise (WBE) shall mean a business entity, including but not
limited to a sole proprietorship, partnership, corporation, limited liability company,
association or Joint Venture:
(1) Which is at least 51% owned by one or more Women, or in the case of a publicly traded
business,at least 51%of all classes of the stock of which is owned by one or more Women;
and
(2) Whose management, policies, major decisions and daily business operations are
independently managed and controlled by one or more such Women.
i
Schedule 2—Page 2
380 Agreement
4822-4586-1117v.159164-83 10/5/2021