HomeMy WebLinkAboutContract 60378CSC No. 60378
ECONOMIC DEVELOPMENT PROGRAM AGREEMENT
ECONOMIC DEVELOPMENT PROGRAM AGREEMENT ("Agreement") is entered into
by and between the CITY OF FORT WORTH ("City"), a home rule municipality organized
under the laws of the State of Texas, and VICKERY VILLAGE DEVELOPMENT, LLC, a
Texas limited liability company ("Company").
RECITALS
The City and Company hereby agree that the following statements are true and correct and
constitute the basis upon which the City and Company have entered into this Agreement:
A. Company is multi -use development company that seeks to reshape the public
landscape, set the next trends, and meet the needs of tomorrow's residents, consumers, and workers.
B. Company intends to develop property located at 700 and 800 West Vickery
Boulevard ("Development Site"), as more specifically described in Exhibit "A", which attached
hereto and incorporated herein for all purposes.
C. The Development Site is currently located in Tax Increment Reinvestment Zone
No. Four (Southside TIF), City of Fort Worth.
D. Company intends to construct a mixed -use development on the Development Site
consisting of at least 235 rental residential units ("Multifamily Units") and a minimum of 3,500
square feet of retail or restaurant space ("Retail Space") (collectively, "Real Property
Improvements").
E. To facilitate the project, City intends to convey to the Company the Development
Site at a fair market value of $225,000.00, as determined by an appraisal obtained by the City.
F. The proceeds of the sale will be used as a grant to the Company through this
Agreement.
G. The Real Property Improvements and Company's operations thereon will benefit
the City by bringing new development, economic opportunity, and tax base growth to a site in the
City that has been historically very difficult to build on due to multiple constraints.
H. As recommended by the City's 2021 Comprehensive Plan, adopted by the City
Council pursuant to Ordinance No. 24732-03-2021 ("Comprehensive Plan"), and in accordance
with Resolution No. 5338-01-2021 ("Policy"), the City has established an economic development
program pursuant to which the City will, on a case -by -case basis, offer economic incentives
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 ("380 Program").
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Economic Development Program Agreement
between City of Fort Worth and Vickery Village Development, LLC
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I. The City Council has determined that the feasibility of the proposed Real Property
Improvements described herein is contingent on Company's receipt of the Program Grant in the
event that the City does exercise its option to purchase.
J. The City Council has determined that the development and use of the Real Property
Improvements will benefit and stimulate the local economy and that the 380 Program is an
appropriate means to achieve this project.
K. In addition, the City Council has determined that, by entering into this Agreement,
the potential economic benefits that will accrue to the City are consistent with the City's economic
development objectives, as outlined in the Comprehensive Plan.
Code.
L. This Agreement is authorized by Chapter 380 of the Texas Local Government
NOW, THEREFORE, in consideration of the mutual benefits and promises contained
herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows:
AGREEMENT
1. INCORPORATION OF RECITALS.
The City Council has found, and the City and Company 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 other terms defined in the body of this Agreement, the following terms will
have the definitions ascribed to them as follows:
380 Program has the meaning ascribed to it in Recital H.
Affiliate means all entities, incorporated or otherwise, under common control with,
controlled by or controlling Company. For purposes of this definition, "control" means more than
fifty percent (50%) of the ownership determined by either value or vote.
Business Equity Firm ("BEF") has the meaning assigned to it in the City of Fort Worth's
Business Equity Ordinance (Chapter 20, Article X of the City Code), as amended.
BEF Construction Spending Commitment has the meaning ascribed to it in Section 4.2.
Certificate of Completion has the meaning ascribed to it in Section 5.
Comptroller means the Texas Comptroller for Public Accounts.
Construction Costs means the aggregate of Hard Construction Costs and the following
costs directly expended for the Real Property Improvements: engineering fees; architectural and
design fees; real estate commissions; costs of third -party consultants, including attorneys and
environmental consultants; developer fees; zoning fees; insurance and taxes directly related to the
Economic Development Program Agreement
between City of Fort Worth and Vickery Village Development, LLC 2 of 13
construction of the Development; and financing costs, including capitalized interest and FF&E.
For removal of doubt, property acquisition costs do not constitute "Construction Costs."
Development Site has the meaning ascribed to it in Recital B.
Director means the director of the City's Economic Development Department or that
person's authorized designee.
Effective Date has the meaning ascribed to it in Section 3.
Hard Construction Costs means the aggregate of the following costs expended by
Company for the Real Property Improvements: actual site development and construction costs,
contractor fees, and the costs of supplies and materials, but excludes land acquisition costs paid by
Company for the various parcels that make up the Development Site.
Multifamily Units has the meaning ascribed to it in Recital D.
Program Grant means a one-time economic development grant of Two -Hundred Twenty -
Five Thousand Dollars and Zero Cents ($225,000.00), which will be paid by the City to Company
in accordance with this Agreement and as part of the 380 Program (and subject to reduction as set
out herein).
Real Property Commitment has the meaning ascribed to it in Section 4.1.
Real Property Completion Date means the date as of which all of the Real Property
Improvements have been completed and all occupiable space within the Real Property
Improvements has received a temporary or permanent certificate of occupancy.
Real Property Completion Deadline means December 31, 2026.
Real Property Improvements has the meaning ascribed to it in Recital D.
Records has the meaning ascribed to it in Section 4.5.
Retail Space has the meaning ascribed to it in Recital D.
Policy has the meaning ascribed to it in Recital H.
Term has the meaning ascribed to it in Section 3.
Twelve -Month Period means the period between January 1 of a given year and December
31 of the following year.
3. TERM.
This Agreement will be effective as of October 25, 2022, which is the date on which the
City Council approved this Agreement ("Effective Date"), and, unless terminated earlier pursuant
to and in accordance with this Agreement, will expire on the date as of which the City has paid all
Program Grants required hereunder "Term").
4. COMPANY OBLIGATIONS AND COMMITMENTS.
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between City of Fort Worth and Vickery Village Development, LLC 3 of 13
4.1. Real Property Improvements.
By the Real Property Completion Date, Company must expend or cause to be
expended at least Forty Million Dollars and No Cents ($40,000,000.00) in Construction
Costs on the Real Property Improvements for the Development Site. The Real Property
Completion Date must occur on or before the Real Property Completion Deadline
(collectively, "Real Property Commitment").
4.2. Construction Spending Commitment with BEF.
On or before the Real Property Completion Date, Company must expend or cause
to be expended at least Six Million Dollars and Zero Cents (6,000,000.00) of all
Construction Costs for the Real Property Improvements with BEFs, regardless of the total
amount of such Construction Costs ("BEF Construction Spending Commitment"). If
Company fails to meet this threshold, Company shall not be in default hereunder but the
Program Grant will be reduced by 10% to $202,500.00.
4.3. Reports.
4.3.1 Quarterly Reports.
From the date of execution of this Agreement by all parties until the Real
Property Completion Date, Company must provide the Director with a calendar -
year, quarterly report in a form reasonably acceptable to the Director that
specifically outlines (i) the then -current aggregate Construction Costs expended
for the Real Property Improvements; and (ii) the then -current aggregate
Construction Costs expended with BEFs for the Real Property Improvements.
4.3.2. Final Construction Report.
Within sixty (60) calendar days following the Real Property Completion
Date, in order for the City to assess whether the Real Property Commitment and
the applicable BEF Construction Spending Commitment have been met, Company
must provide the Director with a report in a form reasonably acceptable to the
Director that specifically outlines (i) the total Construction Costs expended or
caused to be expended for the Real Property Improvements as of the Real Property
Completion Date and (ii) the total Construction Costs expended or caused to be
expended with BEFs for the Real Property Improvements as of the Real Property
Completion Date, together with supporting invoices and other documents
necessary to demonstrate that such amounts were actually paid, including, without
limitation, final lien waivers signed by the general contractor for the Required
Improvements.
4.3.3. Performance by Affiliates.
The City will accept performance of any obligations set forth in this
Section by an Affiliate of Company, with the understanding that Company will be
responsible for preparing and providing all reports required hereunder, including
the assembly of and access by the City to any data or information of an Affiliate
that is reflected in any such report.
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between City of Fort Worth and Vickery Village Development, LLC 4 of 13
4.3.4. Additional Information.
Company agrees to provide the City with any additional information that the
Director may reasonably require to ascertain Company's compliance with this Agreement
and to assist the City in properly calculating the Program Grant payable in accordance with
this Agreement.
4.4. Inspections of Development Site.
4.4.1 At any time during Company's normal business hours throughout the
Term and following reasonable notice to Company, the City will have the right to
inspect and evaluate the Development Site and any improvements thereon,
including the Real Property Improvements, and Company must provide full access
to the same, in order for the City to monitor compliance with the terms and
conditions of this Agreement. Company will cooperate fully with the City during
any such inspection and evaluation.
4.4.2 Notwithstanding the foregoing, Company will have the right to require that
any representative of the City be escorted by a representative or security personnel
of Company during any such inspection and evaluation.
4.5. Audits.
The City will have the right throughout the Term to audit the financial and business
records of Company or any Affiliate that relate to Construction Costs expended for the
Real Property Improvements as well as any other documents necessary to evaluate
Company's compliance with this Agreement or with the commitments set forth in this
Agreement (collectively "Records"). Company must make all Records available to the
City on the Development Site or at another location in the City with reasonable advance
notice that is acceptable to both parties. Company will otherwise cooperate fully with the
City during any audit assuming that reasonable advance notice acceptable to both parties
has been provided. This section will survive the expiration or early termination of this
Agreement.
5. CERTIFICATE OF COMPLETION.
Within sixty (60) calendar days following receipt by the City of the temporary certificate
of occupancy and documentation showing that the Company has expended the Real Property
Commitment amount, as reasonably confirmed by the City, the Director will issue Company a
certificate stating the amount of Construction Costs expended for the Real Property Improvements
and the amount of Construction Costs expended specifically with BEFs ("Certificate of
Completion"). The Certificate of Completion will serve as the basis for determining the extent to
which the BEFs Construction Spending Commitment was met.
6. PROGRAM GRANT.
6.1. Generally
As more specifically set forth herein, if the Company meets the Real Property
Commitment in a timely manner, Company will be entitled to receive a one-time payment
of Program Grant of $225,000.00 in accordance with this Agreement. Notwithstanding
Economic Development Program Agreement
between City of Fort Worth and Vickery Village Development, LLC 5 of 13
anything to the contrary, if the Company fails to meet the BEF Construction Spending
Commitment, then the Company will only be entitled to receive $202,500.00, which is
equal to 90% of the Program Grant.
6.2. Deadline for Payments and Source of Funds.
6.2.1. The Program Grant payable hereunder will be paid by the City within 60
calendar days after the City issues a Certificate of Completion pursuant to this
Agreement.
6.2.2. It is understood and agreed that the Program Grant paid pursuant to this
Agreement will come from currently available general revenues of the City and
not directly from ad valorem taxes on the Development Site or improvements
thereon that are received by the City.
6.2.3. Company understands and agrees that any revenues of the City other than
those dedicated for payment of the Program Grant pursuant to and in accordance
with this Agreement may be used by the City for any lawful purpose that the City
deems necessary in the carrying out of its business as a home -rule municipality
and will not serve as the basis for calculating the amount of any future Program
Grant or other obligation to Company.
7. APPLICATION FEE AND FEE CREDIT.
Company has paid an economic development incentive application fee of $2,000.00.
8. DEFAULT, TERMINATION, AND FAILURE BY COMPANY TO MEET
VARIOUS DEADLINES AND COMMITMENTS.
8.1. Failure to Meet Real Property Commitment
8.1.1 Multifamily Units. Notwithstanding anything to the contrary herein, the
City will have the right to terminate this Agreement upon provision of written
notice to Company, without further obligation to Company hereunder, if the
Multifamily Units portion of the Real Property Commitment has not been met.
Upon written notice, Company will have 30 days to meet the obligations for
constructing the Multifamily Units under the Real Property Commitment, or this
Agreement will be terminated.
8.1.2 Retail Space. If the Company fails to meet the Retail Space commitment of
the Real Property Commitment, then such failure will not constitute a default
hereunder or provide the City the right to terminate this Agreement but, rather, will
only cause the overall Program Grant that the City is required to pay to be reduced
in proportion to the square footage shortfall for the Retail Space (after taking into
account any other reductions).
8.2. No Default for Failure to Meet BEF Construction Spending Commitment
If the Company fails to meet the BEF Construction Spending Commitment, or
reporting relating thereto, such failure will not constitute a default hereunder or provide the
City with the right to terminate this Agreement, but, rather, will only cause the amount of
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the overall Program Grant that the City is required to pay to be reduced in accordance with
this Agreement.
8.3. Failure to Submit Reports.
If Company fails to submit any report required by and in accordance with this
Agreement, the City's obligation to pay the Program Grant at the time, if any, will be
suspended until Company has provided all required reports; provided, however, that if any
report required hereunder is delinquent by more than one (1) year, the City will have the
right to terminate this Agreement following provision of notice and opportunity to cure in
accordance with Section 8.4.
8.4. General Breach.
Unless stated elsewhere in this Agreement, Company will be in default under this
Agreement if Company 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 Company has diligently and
continuously attempted to cure following receipt of such written notice but reasonably
requires more than thirty (30) calendar days to cure, then such additional amount of time
as is reasonably necessary to effect cure, as determined by both parties mutually and in
good faith), the City will have the right to terminate this Agreement immediately by
providing written notice to Company.
8.5. Knowing Employment of Undocumented Workers.
8.5.1 Company acknowledges that 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.
Company hereby certifies that Company, and any branches, divisions, or
departments of Company, does not and will not knowingly employ an
undocumented worker, as that term is defined by Section 2264.001(4) of the Texas
Government Code. In the event that Company, or any branch, division, or
department of Company, is convicted of a violation under 8 U.S.C. Section
1324a(fl (relating to federal criminal penalties and injunctions for a pattern or
practice of employing unauthorized aliens):
a. if such conviction occurs during the Term of this Agreement, this
Agreement will terminate contemporaneously upon such conviction
(subject to any appellate rights that may lawfully be available to and
exercised by Company), and Company must repay, within one hundred
twenty (120) calendar days following receipt of written demand from the
City, the aggregate amount of the Program Grant received by Company
hereunder, if any, plus Simple Interest at a rate of four percent (4%) per
annum; or
b. if such conviction occurs after expiration or termination of this
Agreement based on conduct that occurred during the term of this
Agreement, subject to any appellate rights that may lawfully be available
to and exercised by Company, Company must repay, within one hundred
twenty (120) calendar days following receipt of written demand from the
Economic Development Program Agreement
between City of Fort Worth and Vickery Village Development, LLC 7 of 13
City, the aggregate amount of the Program Grant received by Company
hereunder, if any, plus Simple Interest at a rate of four percent (4%) per
annum.
8.5.2. For the purposes of this Section 8.6, "Simple Interest" is defined as a rate
of interest applied only to an original value, in this case the aggregate amount of Jobs
Grants paid hereunder. This rate of interest can be applied each year, but will only
apply to the aggregate amount of the Program Grant paid hereunder and is not
applied to interest calculated. For example, if the aggregate amount of the Program
Grant paid hereunder is $10,000 and such amount 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 8.6 does not apply to convictions
of any subsidiary or affiliate entity of Company, by any franchisees of Company, or
by a person or entity with whom Company contracts. Notwithstanding anything to
the contrary herein, this Section 8.6 will survive the expiration or termination of this
Agreement.
9. INDEPENDENT CONTRACTOR.
It is expressly understood and agreed that Company will operate as an independent
contractor in each and every respect hereunder and not as an agent, representative or employee of
the City. Company will have the exclusive right to control all details and day-to-day operations
relative to the Real Property Improvements and the Development Site and any improvements
thereon and will be solely responsible for the acts and omissions of its officers, agents, servants,
employees, contractors, subcontractors, licensees and invitees. Company acknowledges that the
doctrine of respondeat superior will not apply as between the City and Company, its officers,
agents, servants, employees, contractors, subcontractors, licensees, and invitees. Company further
agrees that nothing in this Agreement will be construed as the creation of a partnership or joint
enterprise between the City and Company.
10. INDEMNIFICATION.
COMPANY, AT NO COST TO THE CITY, AGREES TO DEFEND, INDEMNIFY,
AND HOLD THE CITY, ITS OFFICERS, AGENTS, SERVANTS, REPRESENTATIVES,
AND EMPLOYEES, HARMLESS AGAINST ANY AND ALL CLAIMS, LAWSUITS,
ACTIONS, COSTS AND EXPENSES OFANYKIND, INCLUDING, BUT NOT LIMITED TO,
THOSE FOR PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR
LOSS TO COMPANY'S BUSINESS AND ANY RESULTING LOST PROFITS) AND
PERSONAL INJURY, INCLUDING, BUT NOT LIMITED TO, DEATH, THAT MAY RELATE
TO, ARISE OUT OF OR BE OCCASIONED BY (i) COMPANY'S BREACH OF ANY OF THE
TERMS OR PROVISIONS OF THIS AGREEMENT OR (it) ANY NEGLIGENT ACT OR
OMISSION OR INTENTIONAL MISCONDUCT OF COMPANY, ITS OFFICERS, AGENTS,
ASSOCIATES, EMPLOYEES, CONTRACTORS (OTHER THAN THE CITY) OR
SUBCONTRACTORS, RELATED TO THE DEVELOPMENT SITE, OR ANY
IMPROVEMENTS THEREON, INCLUDING THE REAL PROPERTY IMPROVEMENTS,
OR ANY OTHER NEGLIGENT ACT OR OMISSION OF THE COMPANY THAT IS
RELATED TO THE PERFORMANCE OF THIS AGREEMENT. THE COMPANY HAS NO
INDEMNIFICATION OBLIGATION BEYOND THAT WHICH IS SET FORTH IN
CATEGORIES (i) AND (ii) ABOVE. BY WAY OF EXAMPLE, THE COMPANY HAS NO
DUTY TO INDEMNIFY THE CITY, ITS OFFICERS, AGENTS, SERVANTS,
REPRESENTATIVES OR EMPLOYEES FOR ANY NEGLIGENT ACT OR OMISSION OR
Economic Development Program Agreement
between City of Fort Worth and Vickery Village Development, LLC 8 of 13
INTENTIONAL MISCONDUCT OF THE CITY, ITS OFFICERS, AGENTS, SERVANTS,
REPRESENTATIVE, OR EMPLOYEES.
11. NOTICES.
All written notices called for or required by this Agreement must be addressed to the
following, or such other party or address as either party designates in writing, by certified mail,
postage prepaid, electronic transmittal or by hand delivery:
City:
City of Fort Worth
Attn: City Manager
200 Texas Street
Fort Worth, TX 76102
with copies to:
the City Attorney at the same address
and the following:
City of Fort Worth
Attn: Director
Economic Development Depailwent
1150 South Freeway
Fort Worth, TX 76104
12. ASSIGNMENT AND SUCCESSORS.
Company:
Vickery Village Development, LLC
Attn: Chad A. Colley
1701 River Run, Ste 500
Fort Worth, TX, 76107
with copies to:
Rowlett Hill Collins LLP
Attn: Lynn Collins
3010 LBJ Freeway, Ste 1030
Dallas, Texas 75234
Company 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 Company, 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 Company under this
Agreement. Otherwise, Company 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 will not be unreasonably withheld, conditioned on (i) the prior approval of
the assignee or successor and a finding by the City Council that the proposed assignee or successor
is financially capable of meeting the terms and conditions of this Agreement and (ii) prior execution
by the proposed assignee or successor of a written agreement with the City under which the
proposed assignee or successor agrees to assume and be bound by all covenants and obligations
of Company under this Agreement. Any attempted assignment without the City Council's prior
consent will constitute grounds for termination of this Agreement following ten (10) calendar days
of receipt of written notice from the City to Company. Any lawful assignee or successor in interest
of Company of all rights under this Agreement will be deemed "Company" for all purposes under
this Agreement.
13. COMPLIANCE WITH LAWS, ORDINANCES, RULES AND REGULATIONS.
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between City of Fort Worth and Vickery Village Development, LLC 9 of 13
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.
14. 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.
15. 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 will not constitute a waiver of that parry's
right to insist upon appropriate performance or to assert any such right on any future occasion.
16. VENUE AND CHOICE OF LAW.
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 will lie in state courts located in Tarrant
County, Texas or the United States District Court for the Northern District of Texas — Fort Worth
Division. This Agreement will be construed in accordance with the laws of the State of Texas.
17. NO THIRD PARTY RIGHTS.
The provisions and conditions of this Agreement are solely for the benefit of the City
and Company, and any lawful assignee or successor of Company, and are not intended to create
any rights, contractual or otherwise, to any other person or entity.
18. INTERPRETATION.
In the event of any dispute over the meaning or application of any provision of this
Agreement, this Agreement must be interpreted 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 purposes only and will not
be deemed a part of this Agreement.
20. SEVERABILITY.
If any provision of this Agreement is held to be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions will not in any way be affected or
impaired.
21. ENTIRETY OF AGREEMENT.
This Agreement, including any exhibits attached hereto and any documents incorporated
herein by reference, contains the entire understanding and agreement between the City
and Company, and any lawful assignee and successor of Company, as to the matters contained
herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void
Economic Development Program Agreement
between City of Fort Worth and Vickery Village Development, LLC 10 of 13
to the extent in conflict with any provision of this Agreement. Notwithstanding anything to the
contrary herein, this Agreement may not be amended unless executed in writing by both parties
and approved by the City Council of the City in an open meeting held in accordance with Chapter
551 of the Texas Government Code.
22. COUNTERPARTS.
This Agreement may be executed in multiple counterparts, each of which will be
considered an original, but all of which will constitute one instrument.
23. ELECTRONIC SIGNATURES
This Agreement may be executed by electronic signature, which will be considered as an
original signature for all purposes and have the same force and effect as an original signature. For
these purposes, "electronic signature" means electronically scanned and transmitted versions (e.g.
via pdf file or facsimile transmission) of an original signature, or signatures electronically inserted
via software such as Adobe Sign.
EXECUTED as of the last date indicated below:
City:
By: William Johnson (0¢t 27, 202315:09 CDT)
Name: William Johnson
Title: Assistant City Manager
Date: Oct 27, 2023
Vickery Village Development, LLC.
A Texas Limited Liability Company
CHAD A. COLLEY (Oct 27, 2023 14:17 CD
By:
Name: Chad A. Colley
Title: Manager
Date: Oct 27, 2023
FOR CITY OF FORT WORTH INTERNAL PROCESSES:
Approval Recommended:
By:
Name: Robert Sturns
Title: Director, Economic Development
Department
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.
gaffett
By:
Name: Kelly N. Baggett
Title: Innovation Coordinator, Economic
Development Department
Economic Development Program Agreement
between City of Fort Worth and Vickery Village Development, LLC
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Approved as to Form and Legality:
By:
Name: Tyler F. Wallach
Title: Assistant City Attorney
Contract Authorization:
M&Cs: 22-0868 & 23-0602
Form 1295: 2022-883324
City Secretary:
By:
Name: Janette Goodall
Title: City Secretary
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Economic Development Program Agreement
between City of Fort Worth and Vickery Village Development, LLC
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EXHIBIT "A"
Description and Map Depicting the Development Site
City -owned land (in purple) at 700 W. Vickery and the private parcel at BOO W. Vickery (blue)
Economic Development Program Agreement
between City of Fort Worth and Company 13 of 13
10/27/23, 1:04 PM
M&C Review
CITY COUNCIL
Create New From This
AGENDA
M&C
DATE:
CODE:
SUBJECT:
10/25/2022 REFERENCE
NO.:
C TYPE:
**M&C 22-
0868
Official site of the City of Fort Worth, Texas
Forte WOrifi
LOG NAME: 17VICKERYVILLAGEEDPA
HEARING:
(CD 9) Authorize the Direct Sale of City Fee -Owned Property Located at 700 West
Vickery Boulevard, Fort Worth, Texas for a Total Cost of $225,000.00 to Vickery Village
Development, LLC, or an Affiliate, in Accordance with Section 272.001(b)(6) of the Texas
Local Government Code and Authorize Execution of a Economic Development Program
Agreement with Vickery Village Development, LLC, or an Affiliate, in an Amount not to
Exceed $225,000 for a Mixed -Use Property Located on, or Adjacent to, 700 and 800 West
Vickery Boulevard
CONSENT
PUBLIC NO
RECOMMENDATION:
It is recommended that City Council:
1. Authorize the direct sale of City fee -owned property located at 700 West Vickery Boulevard, Fort
Worth, Texas for a Total Cost of $225,000.00 to Vickery Village Development, LLC, or an affiliate, in
accordance with Section 272.001(b)(6) of the Texas Local Government Code; and
2. Authorize the execution of a Economic Development Program Agreement with Vickery Village
Development, LLC, or an affiliate, to provide a grant in an amount not to exceed $225,000.00
for a mixed -use development located on, or adjacent to, 700 and 800 West Vickery Boulevard.
DISCUSSION:
Vickery Village Development, LLC, or an affiliate, ("Developer") is proposing to develop a mixed -use
development ("Project") on approximately 5 acres of property located at Vickery Boulevard near
Hemphill Street adjacent to Interstate 30 at 700 and 800 W. Vickery ("Site"). The porprtion of the Site
located at 700 W. Vickery (approximately .44 acres) is currently owned by the City of Fort Worth
("City").
The Project consists of a minimum 235-unit rental residential complex and a 3,500 square foot
restaurant on a location that is currently challenged by several constraints, including the location of
stormwater infrastructure, the impact of the adjacent 1-30 overpass, and concrete remaining from a
previous demolition.
The Site is located within Tax Increment Reinvestment Zone 4 (TIF 4). On August 3, 2022, the TIF 4
Board authorized $3,300,000.00 to support the Project through the reimbursement of certain costs
relating to street, streetscape, and other public improvements.
To facilitate the Project, the City intends to convey to the Developer, the City -owned property located
at 700 West Vickery at a fair market value of $225,000.00, as determined by an appraisal obtained by
the City. The proceeds of the sale will be used as a grant to the Developer through an Economic
Development Program Agreement ("380 Agreement"). To qualify for the grant under the 380
Agreement ("Grant"), the Developer must spend, or cause to be spent, a minimum of $40 million on
the development of the Project, with certain additional requirements relating to minimum hard costs
and business equity spending for the Project. Completion of the Project must occur on or before
December 31, 2026 ("Completion Deadline"). In addition to the requirements necessary to earn the
Grant, performance by the Developer will be secured by a right of first refusal held by the City and an
escrowed amount of $225,000.00 payable to the City in the event of a Developer default.
Developer Commitments:
a. Developer must invest at least $40 million in total development costs (hard and soft construction
costs) on the Site by the Completion Deadline, with delivery of at least 235 multifamily units and at
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least 3,500 square feet of retail or restaurant. Failure to deliver the required multifamily units by the
Completion Deadline will be an event of default. Failure to deliver the required retail will result in a
proportional reduction of the Grant based on the square footage shortfall of the Project.
b. On or before the Completion Deadline, Developer must expend or cause to be expended at least
$6,000,000 (hard and soft construction costs) for the Project with business equity frms
("BEF"). Failure to meet the BEF construction spending requirement, will result in a 10\% reduction of
the maximum Grant amount for the Project.
c. On or before the date of conveyance of the City -owned property, Developer will place $225,000 in
escrow to secure performance of the Project under the 380 Agreement.
City Commitments:
a. City will facilitate the sale and conveyance to Developer of 700 West Vickery for the property's fair
market value of $225,000.00, as has been determined by an appraisal obtained by the City, subject to
a right of first refusal to be held by the City until the Developer obtains a building permit for the
Project.
b. City will provide to Developer a single, one-time Grant payment equal to the purchase price of the
City -owned portion of the Site within 120 days after the successful completion and verification of all
obligations described above.
This project is located in COUNCIL DISTRICT 9.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that approval of this agreement will have no material effect on the
Fiscal Year 2022 Budget. While no current year impact is anticipated from this action, any effect on
expenditures and revenues will be budgeted in future Fiscal Years and will be included in the long-
term financial forecast.
TO
Fund
Department Account Project I Program
ID ID
FROM
Fund
Activity
Budget
Year
Reference #
(Chartfield 2)
Amount
Department
ID
Account I Project I Program Activity
ID
Submitted for City Manager's Office by:
Originating Department Head:
Additional Information Contact:
Budget
Year
Reference #
(Chartfield 2)
Amount
William Johnson (5806)
Robert Sturns (2663)
Kelly Baggett (2617)
ATTACHMENTS
220509 VickeryVillage FID Table.xlsx (CFW Internal)
Form 1295 Certificate 600+700 Vickery.pdf (CFW Internal)
Vickery.JPG (Public)
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CITY COUNCIL AGENDA
Create New From This MC
Official site of the City of Fort Worth, Texas
Forte
DATE: 6/27/2023 REFERENCE **M&C 23- LOG NAME: 1717VICKERYVILLAGEEDPAAI
NO.: 0602
CODE: C TYPE: CONSENT PUBLIC NO
HEARING:
SUBJECT: (CD 9) Amend Mayor and Council Communication (M&C) 22-0868 Relating to an
Economic Development Program Agreement with Vickery Village Development, LLC, or
an Affiliate, to Waive the Affordable Housing Requirement Set Forth in Section 15.2 of the
Economic Development Program Policy (Resolution No. 5338-01-2021)
RECOMMENDATION:
It is recommended that City Council amend Mayor & Council Communication (M&C) 22-0868 relating
to an Economic Development Program Agreement with Vickery Village Development, LLC, or an
Affiliate, to waive the affordable housing requirement set forth in Section 15.2 of the Economic
Development Program Policy (Resolution No. 5338-01-2021)
DISCUSSION:
On October 25, 2022, City Council approved Mayor and Council (M&C) Communication 22-0860,
authorizing the direct sale of City -owned property located at 700 West Vickery Boulevard, Fort Worth,
Texas for a total cost of $225,000.00 to Vickery Village Development, LLC, or an affiliate (Developer),
and execution of an Economic Development Program Agreement with the Developer in an amount not
to exceed $225,000.00 to facilitate the development of a mixed -use property located on, or adjacent
to, 700 and 800 West Vickery Boulevard (EDPA).
The original M&C approved the EDPA pursuant to the Economic Development Program Policy then in
effect (Resolution No. 5338-01-2021) (Policy), which required the Developer to meet certain affordable
housing commitments for this type of project under Section 15.2. City staff is requesting a waiver to
Section 15.2 of the Policy so that the Developer may proceed with the project as originally intended.
This project is located in COUNCIL DISTRICT 9.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that approval of this agreement will have no material effect on the
Fiscal Year 2023 Budget. While no current year impact is anticipated from this action, any effect on
expenditures and revenues will be budgeted in future Fiscal Years and will be included in the long-
term financial forecast.
TO
Fund Department
ID
FROM
Fund
Account
Project
ID
Department f Account Project
ID I ID
Program
Program
Activity
Budget
Year
Reference #
(Chartfield 2)
Activity I Budget 1 Reference #
Year (Chartfield 2)
Amount
Amount
Submitted for City Manager's Office by:
William Johnson (5806)
Originating Department Head:
Robert Sturns (2663)
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Additional Information Contact: Kelly Baggett (2617)
ATTACHMENTS
220509 VickeryVillage FID Table.xlsx (CFW Internal)
Form 1295 Certificate 600+700 Vickery.pdf (CFW Internal)
Vickery Phasel.pdf (Public)
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