HomeMy WebLinkAboutContract 28551 (2)!
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ECO1�T�IVIIC DEVEL�P1ViE1�T PR4GR.Al� AGREEiVIE�T
fihis ECONOMIC DEVELOPMENT PROGRAM AGREEMENT
("A�reem�nt") is made and entered into by and between the CTTY OF FORT WORTH
�`tCi�y"), a home rule murucipal corporation organized under the laws of fhe State of
Texas, and TLC GREEN PROPERTY ASSOCIATES I, L.P. ("TLC"}, a Texas limited
partnerslup acting by and #hrough Grreenfieid — TL� GP, LLC, a Delaware limi�ed t
liability cornpany and Owner's general partner.
RECITALS
WFIEREAS, the City has created an Eeonomic and Community De�elopment
Department in order ta, among ather things, oversee economic development programs
authorized by Texas law and approved by the City Council, including those authorized by
Chapter 3$0 of the Texas Local Gov�rnment Cods, to promote state and local economic
development and to stimulate business and commercial activity in the Ciiy, as further
outlined in Resolution No. 2704 adopted by the City Council on J'anuary 30, 2001; and
WHEREAS, in accordance with the 2002 Comprehensive P1an adopted by the
City Council pursuant to M&C G- I 354 i nn Febnta�ry 26, 2002, the City's economic
development programs are based on a rnodeZ of custom-designed incentives �.z�d
partnership pragrams w�ith private businesses on a case-by-case analysis of individual
projects to help ensure the growth and cliversification of the �ocal aconomy; and
WHER.EA�, the 2Q02 Comprehensive Plan embraces the Dawnto ,..,��-� --
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Sfxategic Action Plan, sponsored by the City, Downtown Fort Worth, Inc ar���i��''��i
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�J Sconarruc Development Program Agreement _ .
between City of Fart Worth and TLC Greenfield, L.P. .
Worth Hausing Authority, wlaich encourages the promation af public incentzves to
encourrage downtawn hausing development; and
WHEREAS, the City Council has found and determined that by enfering into this
Agreement, tfie potential econamic b�n�fits ihat wzll accrue to the City under the terms
and conditions of ti�is Ag:reement are cansistent with the City's economic development
objectives ar�d the increased housing development in the dawntown ar�a of the City wi11
further the goals espoused by the City and set forth- in the Downtown Fort Worth
Strategic Action Plan;
NOW, THEREFORE, in consideration of th� mutual benefits and promises
contained herEin and �or other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties agree as £ollows:
AGREEMEIl1T
SECTION 1.
INCORPORATION OF RECITALS
The City Council hereby finds that the recitals set fortk� above are tra� and correct
and form the basis upon which the City has entered into this Agreement.
SECTION 2.
PURPOSE
2.1. Obiectives.
Affiliates of TLC are under contract to purchase property in dawntown
Fort Worth that incZudes the %rmer Bank Dne high�rise officc b�il;�'� ��� ;�� )
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Page 2 ' ' f�, ti�''��9�� Q���
Ecoaomic Development Program Agreement -- — � �
between City of Fart Warth and TLC Greenfield, G.P.
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severely damaged in a tornado on Ma�ch 28, 2�00 {the "Tower"} and an adjacent
sfructure utilized as a parking garage and office building, as rnare specifically
depicted in Exhibit "A", attaehed hereto and hereby made a part of this
Agreement for all purposes. Th� Tower has been vacant iar ahnost three (3)
years and several attempts by the private sector alone ta redevelop the Tower
have iailed. The City is concerned that the upswing in quality urbari develapment
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that the downtown area has enjoyed for over a decade will stall or decline if the
Tower is not redeveloped in a tintely fashion. Due to va:riaus factors, the City
Council does not believe that redevelopment of the Tower at this point is Lik�ly to
occur without public assistance. Therefore, the City and TLC have jaintly created
the Program outlined in this Agreement in order to facilita�e redevelapment of the
Tawer that would probably not occur withaut the Program.
2.2. Concent and Strueture,
Under the .Program, the City will pravide TLC with certain annual
economic de�elopment grants based on the amounf of real prpp�rty tax revenue
received �y the City from the TLC Site, as defined in Section 3 of this
Agreement, and on complianee by TLC witt� various commitments that will
bene.�t the City, as further providcd in this Agreemen�. The economic
development grants pro�vided under this Agreement will cornpliment an abatement
of TLC's property taxes in th� y�ar preceding payment of the first such grant to
TLC,
Page 3
Ecanomic pevelopment Program Agreement
between City af Fort Worth and TLC Greenfield, L.P.
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SECTIOl� 3.
nEFI1�TioNs
Capued Taxable Assessed Value means the maxirnum taxable assessed �alue af
�he 'C�1C Site for a givcn ta� yea�r, as set forth in Exhibit "B", attaehed hereto and hereby
made a part of this Agreement far all puzposes, on which the City will calculate its
Prograrn Grant to TLC far that tax year.
Ceutral Citv means the area of the corporate limits of the City wiihin Loop 820
{i) cansisting of all Community Development Block Grant ("CDBG") eligible census �
block groups; (ii) all state-designated enterprise zones; and (iii) all census block groups
ihat are contiguous by seventy-fi�e percent (75°fo) or more of their perimeter ta CDBG
eligible block groups or enterprise zones, as well as any GDBG-eligible block in the
corporate limits, of the City Qutside Laop 820, as mare specifically depicted in th� rnap of
Exhibit "C", attach�d hereto and hereby made a part of ihis Agreemeni for all pu�poses.
Central Citv Resident means an individual whose principal place of residence is
at a location within the Central Ci�y.
Construction Cosis rneans site development costs, acival construction costs,
including contractor fees, the costs of supplies and materials in constructing the Required
Itnprovemenis.
Excess TLC Site Pronertv Taxes means the positive difference, if any, between
praperty �ax revenue received by the City in a given tax year which is based on�the entire
taxabls assessed value of the TLC Sit� and that which is based on the Capped Taxable
Assessed Value For the satne tax year in accordance with Ex�ibit "C". For example, and
as an example only, if the Capp�d T�able Assessed Value in a give �; ;��� ��
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Page4 ��. '��:'.,)i��p�� ll�?��
Economic Development Program Agreement _
between Ciry of Fort Worth and TLC Greenfield, L.P.
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$500,000 and the entire taxable assessed value of th� TLC Site for that tax year is
actually $750,000, Excess TLC Site Property Taxes would be the ta�c revenue received by
the City far that t� year based on the $250,400 difference between $750,000 and
$500,000.
Foree Maieuare shall mean an event beyond Owner's reasanabie cQntrol, including,
without limitation, acts of God, fiz-es, strikes, national disasters, wars, riots, rnaterial or
labor restrictions, dalays caused by unfaresecn structural isst�es, weather delays,
unreasanable delays . by the City in issuing any perrnits or certificates of occupancy or �
canducting �ny inspections of ar with respect to the Required Improvements, or delays
caused by unforeseen consfiruction or site issues, but shall nat include construction delays
caused due to purely fmancial matters invoiving Owner, such as, withoui lirni#ation, delays
in the obtaining of adequaie financing.
Fort Wor#h Comnanv means a�usiness that has a principal office located within
the corporate liznits of the Ci�y.
Fort Worth_ MIWBE Comnan� means a minority ar woman-owned business
that has received certification as either a minority business enterprise (N�E) ar a woman
�usiness enterprise (WBE) by either the City, the Narth Texas Regional Certification
Agency (NTRCA} or� ihe Texas Depariment of Transportation (TxDOT), Highway
Dir�ision, and whose principal business office is located wiihin the corporat� limits of the
City.
Full-�me Equi�valent Job means a job provided directly by TLC on the TLC Site
tl3at is fiIled for a period Qf I1Q� 1�55 than %rty (�0) �hours per week or ano�her
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Page 5 - 1 ��'
Economic Development Program Agreement ' �• ������
betv�+een City of Fort Worth and TLC Greenfield, L.P. — - —
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measurement used ta define full-time equivalent employrnent by TLC in accordance with
its then-curren# corporate-wide pez'sannel policies and regulatian5.
Program means the ecanomic development program authorized by Chapter 380
of fihe Texas Local Governrnent Code and established and outlin�d in this Agr��ment.
Program Grants means ihe annual econornic development grants paid by ihe
City to� TLC in accordance with �is Agreement and as part o�the Prograrn.
ResidentiaUMixed Use Purposes means the use of the Tower at aIl tim�s as
xesidential apartments for rent at market rates for the same ox similar apartments, or �
��n��miniums available far rEnt ar sale, and appro�cimately 20,004 square feet of street
level retail and services and other commercial purposes, wit�i office space comprising no
mare tl�an 44,040 square feefi af the Tower at any time.
Substantial Completion means t�e issuance by the City of a final certificate of
occupancy for the residential units in the TowEr and notice of compliance with shell
building standards with respect to the retail space in t.�ie Tower.
Tax Abatement A�reement means that agreement betwe�n the City and TLC
und�r which thE City will abate the real property taxes paid by TLC to the City for the
2405 tax year. The Tax Ahatement Agreement is a pu�lic document on file in the City
Secretary's Office as City Secretary Contract Na. _ and is incarporated herein by
reference for all purposes.
TLC means TLC Green Property Associates I, L.P, and its successors az�d
permitted assigns.
TLC Site Pronertv Taxes means the amounfi of real praperiy tax paid in a given
iax year to the City based on �he lesser of (i) the entir� taxable assessed va �;,����i�.��:TI�M.
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Economic DeWelopment Program Agreemenl l. _ ��
between City of Fart Worth and TLC Greenfield, L.P.
Site Iess the taxable assessed vatue af the TLC Site in the 2403 tax year ar (ii) the Capped
Ta7cable Assessed Value. The entire taxable asses�ed value of the TLC Site will be
established solely by the appraisal district that has juz7tsdictian over the TLC Site at the
time, with the understanding that TLC or Qther owner(s) of property comprising or wifihin
the TLC �ite shall retain alI rights to protest and contest any such appraisals.
TLC Site means the real property described in Exhibit "A" and all real property
irnprovements ihereon, including but not limited to, the Taw�r and adjacent parking
garage and office building.
SECTION 4.
TERM
This Agreement shall be effective a.s of the daYe of execution by bo#h parties and
sha11 expire upon payment by the City to TLC of the �ainth (9th} annual Program Grant, as
provid�d by Section 6�ereof, unless terminated earlier as pro�ided by and in accordance
with tlus Agreement (the "Term").
SECTIQN 5.
TLC OBLIGATIONS AND G�ALS
�.1. Reauired Imnrovemenis.
TLC wili malce ar cause to be made Substantxal Compietion of real
property investmenis on the TLC Site of at least $Sfl million in Canstruc��on
Casts by June 30, 2005, as may be extended by Force Majeure, in order for the
Tower to be used for ResidentiallMixed Use Purposes, with the To�er ,c�nf�.i�.� ,
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Economic Develvpment Program Agreement , _ _ _ -- ..
between City ofFart Worth and TLC Greanfield, L.P. • ^
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(i) at Ieast 200 residential units occupying at least 300,Oa0 square feet of spaee,
and (ii) at least 24,04� square feet of space far street level retail busiriess
(collectively, the "Required Improvements"), Yf the City determines that TLC
is entitled ta receive a tax abatement for substantially compieting ihe Requir�d
Improveanents in accordance with and pursuant to 5ection 2:1.1 of tbe Ta�c
Abaternent Agreement, then TLC will be deemed to have satisfi�d the conditions
of this �ection S.I.
5.2. Cons�ructivn Snending Goa1s.
�.�.1. Fort Worth Companies.
Without regard to the actual amount of dollars spent on the
Required Improvements, TLC will spend at least twenty-five percent
(25°/a} of its Construction Costs %r the Required Improvements with
contractars that are Fort Warth Companies. If tlie City determines that
TLC is entitied to receive a tax abatement far spending at least twenty-five
percent {25°fa) o£ its Cons�a-uction Costs for the Required Improvernents
with contractors that are Fort Worth Companies, in accordance with a�d
�ursuant to Section 2.1.2 of the Ta.x Abatement Agreement, then TLC will
be deemed to have sa�isfied the condiiions of this Section 5.2.1.
�.2.2. Fort Wor�h MIWBE Com�aanies.
�Vithout regar� to thc actual amount of dollars spent on the
Required Improvements, TLC wi11 spend at least tw�nty percent (20%) of
its Construction Casts far the Required Tmprovements .wi�h contraetors
that are Fort Worth M/WBE Companies. If �e City determ�s #�i�f. i L�
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Page 8 � � :.
Economic Development Program Agreemeni
between City of Fort Worth and TLC Creenfield, L.P. �
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is entitied to receive a tax abatemen# for spending at least twenty percent
(20%) of its Constructian �Costs for the Required Improvements with
contractors that are Fort Worth Mf WBE Campanies, in accordance wzth
and pursuanf to Section 2.1.3 of the Tax Abatement Agreement, �hen TLC
will be deemed tn have satisfied the canditions of �iis Section 5.2.2.
�.3. Central Citv Emplovment Gaals,
From January I, 200b through the end of the Term, if TLC provides any
Full-time Equivalent Jobs on the TLC Sit�, at least twenty-five percent (25%) of
�tiiose pasitions will be held by Central City Residents,
5.4. Su�plv a�ad Service SAending Goals.
�.4.1. Fort Worth Comnanies.
Beginning with calendar year 2006, and in each subsequent year of
the Term af thYs Agreement, if TLC is w�.der any cor�tractual arrangement
for supplies and ser�ices to be provid�d directly in connection with the
operation o#'t.�ie Required Tmprovernents, TLC will spend at leasi $50,000
under such cantracts wifh Fart Worth Companies.
5.4.2. Certified M/WBE ComAanies.
Beginning with calendar year 2006, and in each subsequent year of
the Term of this Agreement, if TLC is under any contractual arraazgement
for supplies and services to be provided directly in connection with the
operaiion of the Required �mpravements, TLC will spend at least $20,00�
under sueh cantracts with Forf Workh M/WBE Campanies.
Page 9
Economic Develapment Program Agreement
between City of Fort Worth and TLC Greenf sld, L.P.
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5.5. Us� of TLC Siie for Re�identiaVlVlixed Use Purposes.
TLC shall use the TLC Site or c�.use the TLC Sits to be used or available
for use far ResidentiallMixed Use Purposes at a11 tirnes during the T�rm af this
Agreement.
5.6. ReAorts.
On or before February 1, ZOQ7 and February 1 of each subsequant year
during the Term o£tk�is Agreement, TLC will provide the City with the %llowing
reports in order for the Ci#y to assess the degrae to which TLC met the goals set
forth in Sectians 5.3, 5.4.1 and 5.4.2 during �he previous calendar year:
5.6.1. Ce�tral Citv Emplovment Rcuort.
TLC shall provide the City with a report that sets forth the total
number of Full-time Equivalent 3obs as of August l. o� the pr�ceding
calendar year, if any, including the number of Central City residents
holding such Full-time Equivalent Jobs and reas�nable documentatian
regarding the residency of each such employee.
5.6.2. Sunvlv and Service Spendin�.
TLC shall provide the City with a report that sets forth the gross
dollars and supporting documentation showing the amo�nts spent by TLC
on Iocal discretionary supply and service contracts entered into or
otherwise in effect directly in connection with the operation of the
Requir�d Improvements, if any, with (i) Fort Worth Cvmpanies and {ii)
Fort Worth M/WBE Companies.
Page LO
Economic Development Pragram Agreement
between City of Fort Worth and TLC Creenfield, L.P,
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�.7. At�dits.
TLC agrees that the City will hav� th� right to audit the financial and
busin�ss records of TLC that relate to the TLC Site and the Required
Improvements (collactively "Records"} at any Eime during the Term of �is
Agreement in arder io detezmine compliance with this Agreement, TLC shall
make all Records a�ailable to the City on the TLC Site or at another location in
the City acceptable to bo� parties following reasonable advance notice by the
City and shall other�*,rise caoperate fully with the City during any audit. �
SECTION 6.
PROGRAM GRANTS
Beginning in calenda.r year 2007, the City will pay to TLC nine (9) annual
Program Grants as pravided by tiv.s Sectian 6 an.d subject to S�ction 8.4 and a11 oth�r
terms and conditions of this Agreement.
6.1. Base Beue�t�
The base amaunt of each annual Program Grant paid by �he City to TLC
under this Agreement shail be Y�ased on a co�nbination af TLC's comp�iance with
its requirements to construct the Required Impravements, as provided by and in
accordance with Section 5.1, and the dagre� tfl which TLC meets or has n:�et the
constnicfiian spending goals under Sections 5.2.1 and 5.2.2,calculated as follows:
6.L1. Repuired �mnrovemenfs f60%l.
If TLC achieved Substaniial Campletion of th� Required
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Improvem�nts as provided by ar�d in accordance with Sec�ipr� :,��� � c��',��� i
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Ecanomic lle�elopment ProgEam Agreement —''
between City of Fort Worth and TLC GreenField, L.P.
Agreement, TLC's Program Grant in each year of fhe Term shall include
an a�nount equal to sixty percent {60°/a} of the TLC �ite Property Taaces
paid ta the City in the preceding calendar year.
6.1,�. Construction Spendin� with Foxt Worth Companies [�D%1.
Tf TLC met its goal to spend TLC will spend at least twenty-five
percent {25%) of its Construction Costs for the Required Improvements,
without regard to t�e actual amaun�. of those Construction Costs (but
sub�act ta and pravided that TLC spent a minimurn of $SQ rnillion in such
Construction Cosfis), with contractors that are Fort Worth Companies, as
provided by and in accardance with Section 5.2.1 of this Agreement,
TLC's Program Grant in each year of the Term shall include an amaunt
�qual to fwenty percent {20%} of the TLC Site Property Taxes paid to the
City in ihe preceding calendar year.
6.1.3. Constrnction_Snendin�; with Fort Worth MIV4''BE Companies
2,� 0°/�.
I€ TLC met its goal to spend at least twenty percent (20%) of its
Construction Costs for the Required Tmprovements, withaut regard to the
actual amount of those Construction Casts (but subj ect to and provided
that TLC spent a minimum of $50 million in such Construction Casts},
with contraetars fhat are Fort Worth MiWBE Comparues, as provided by
and in accardance wit1� Section 5.2.2 of this Agreement, TLC's Pragram
Grant in each year af the Term shall include an amount equal ta twenty
Page 12
Economic Development Program Agreement
between City af Fort Worth and TL.0 Greenfield, I..P.
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percent (20%) af the TLC Site Property Taxes paid ta the City in the
preceding calendar year.
6.1.�, Fi�nal Caiculafion of Base Benefiti.
The degree to o�vhich TL+C rnet its requirernen� to achieve
Substantial Completion of the Required Improvements and its construction
spending goals wilI be determined by the City on or be�ore Jun�: 30, 2a05,
as anay be extended by Force Maj eure, in accordance with the procedure
set forth in the T� Abatement Agreernent. The base atnount of each �
annual Program Grant sha11 be the surn of Sections 6.1.1, 6.1.2 and 6.1.3
lth� `Base Benefif"). In other wards, as an e�arnple anly, if TLC
constructed the Required Improvements in aocordance witk� Section 5.1 of
this Agreement and met its goal to spend at least iwenty-five percent
(25%) of its Construetion Costs for the Required Improvements wFth Fart
Worth Campanies in accordance with Section 5.2.1 of this Agreemeni, but
failed �o spend at least twen,ty percent {20%} of its Consiruc�ion Costs for
the Rsquired Tmprovements with Fort Worth M/WBE Cornpanies in
accordance with Section 5.2.2 of this Agreement, then TLC's Base Benefit
would be an amount equal ta eighty percent .($0%) of the TLC Site
Property Taxes paid to the City in the preceding calendar year.
6.2. Reductxon oi Base Benefit.
6.2.1. Failure to Meet Central Citv �mnlovment Goals.
If during th� previous calendar year TLC provided any Full-time
Equivalent Tobs on the TLC Site, hut less than twenty-five ��ra��.t•���°�`�?
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Page 13 , . � .-; ��rS�
Economic DevelopmenT Program Agreement �� - - - �
between City af Fort Worth and 7'LC Greenfield, L.P.
af such Full-tim� Equzvalent dobs were k�eld by Central �ity Residenfs, as
provided by and in accordance with Section 5.3 of this Agreement, then
the Base Benefit for the next caiendar year shall be reduced by an amount
equal to ten percent {14%) of the of fhe TLC Site Property Taxes paid in
the preceding calendar year.
6.2.2. Failure to Meet Sut�nlv_and Service S�endin� Goals with For�
Wort� Companies.
If during the previous calendar year TLC was under any �
cant�racival arrangemeni for supplies and services to be provided directly �
in cann�ctian with the operation of the Required Tmpra�vements, and TI�C
did not spend at least $Sp,000 under the aggregate of all such
arrangerrients with Fort Worth Companies, as provided by and in
accardance with Section 5.4.1 of this Agreement, then the Base Benefit for
the next calendar .year sha11 be reduced by an amount equal to five percent
(5%) of the TLC Site Property T�cs paid in the preceding calendar year.
b.2.3. Failure to Meet Sunnlv and Service Snending Goals with Fort
Worth M/WBE Comnanies.
If during �he pre�ious calendar year TLC was under any
contractnat arrangement for supplies and services to be provided direcily
in eonnection with t1�e aperatian of the Required �iriprovements, and TLC
did not spend at least $20,OQ0 under the aggregate of ail such
arrangements with Fart Worth M/WBE Companies, as provided by and in
accordance with Section 5.4.2 af tlus Agreement, then the Ba�e-�ri�rl. far
tha next calendar year shall be reduced by an amount equal tio five percent �
Page 14 �
Econamic Davelopment Program Agreement �
between City of Fart Worth and TLC Greenfield, L.P.
(5%} of the TLC Site Property Taxes paid to the City in the preceding
calendar year.
6.3. No Offsets.
A deficiency in attainment of any �f t�e goals sei forth in Sections 5.2.1,
5.2.2, 5.3, 5.4.1 and/or 5.4.2 may nat be affset by exceeding o�her such goals. In
oth�r words, if in a given year TLC exceeded its goal, as set forth in Section 5.4.1,
to spend at Ieast $50,000 in discretionary funds for supplies and services with Fort
Worth Companies by $5,000 but spent only $14,Oa� in discretionary funds for �
supplies and services with Certifi�d MlWBEs instead of $15,000, as required by
Section 5.4.2, TLC's Program Grant would sti11 be reduced in the next calendar
year by five }�ercent (5%) for its failu�re to meet its goal under Section 5.4.2.
6.4. Excess TLC Site ProuerLv Taxes Excluded for Pro�ram Grants.
TLC understands and agrees that any Excess TLC Site Property Tax�s
received by the City shall remain tl�e propexty of the City; that the City wili not at
any time be required to pay TLC any amo�xnts equal to Excess TLC Site Property
Taxes as part of the Program; and that amounts equal to Excess TLC Site Property
Ta�ces received in one year will noi in any manner be applied to or can-ied over to
any Program Grant to TLC in a subsequent year.
6.5. Deadline for Pavment.
Annual Program Grants wi11 be paid to TLG on or before June 1, 20D7 and
an ax be£ore June 1 of eacl� subsequent calendar year during ihe Term of this
Agreement. It is understood and agreed that a11 Program Grants paid pursuant to
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Page i5 � ` ° �' ����
Economic T7evelopment Program Agreement • �
between City ofFort Worth and TLC Greenfiefd, L.P. - �"- g '
�his Agreement sha11 come from currently available general revenues of the City
and not diractly from the TLC Siie Property Taxes paid to the City.
SECTIOI�i 7.
OTHER CITY OBLIGAT'�O1�S
7.1. Waiver of Develonment Fees.
In consiructing the Required Impra�ements, TLC wi11 be required to apply far all
permits and other licenses and c�rtificates customarily required by the City in
similar ciraumstances. However, in return for the public purposes achieved by
redevelopment of the Tower and the construction of the Required Improvements
by TLC under this Agreement, unless otherwise provided herein, the City will
waive the fallowing fees related to the constructian of the Requir�d
T�nprovements t�at would otherwise be chargec� by the City: (i) buiiding permit
fees, including fees for inspections; (iij ternporary and permanent encroachment
fees; (iii) platting fees; and {iv) fire, sprinkler and alanm p�rmit fees. 7f TLC is
subs�quent�y notified ihat any other City fees are required as a cvndition of any •
aspect af TLC's construction of the Required Tmprovements, TLC may request in
writing that the City waive such fees, and the City will consider, on a case-by-
case basis, and nat unreasonably deny such request. The City wi11 alsa waive any
fees of the City's Health Department required to establis� food service operations
in th� Tower, bui will nat waive any atusual food service operation or license fees,
TLC specifically understands and agrees that in na eveni will the City waive or
Paga 1 G
Economic Deveiopment Program Agreement
between City of Fort Worth and TLC Green�ieId, L.P.
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reimburse TI;C for {i} any water or sewer impact fe�s or (ii} fees of any nature
assess�d by �ird parties, such as third party inspection fees.
'�.�. Fast�Track Develonmen� Annrovals.
The City wili provide a procedure to expedite alI Deveiapment
Department and TranspartationCPublic Works Depa.rtment approvals for the TLC
Site. However, TLC ur�derstands and agrees thai the Cify has entered inio
develapment agreements for several other rnajor prQjects in the downto�+n area af
the City and that expedited approvals�.w7ill be reasonably subject to the then- t
curreni workloads and staf�ng capacity of such Departments.
7.3. Esfopuel Certificate.
TLC may request an estoppel certificate from tY�e City so long as the
certificate is requested in connection wii� a bana fide business pur�pase. The
certificate; whiah will be addressed to TLC if requested, shall include, but not be
limited to, statem�nts that this Ag�reement is in full force and effect without
default (or if a default exists, ihe nature of the default and c�rative ac�ion taken
and/or necessaay to effect a cure}, the remaining term of this Agreement, and such
ather matters r�asonably requested by the party or parties to receive #he
certificate.
7.4. Cade Compliance.
The City recognizes ihai ihe Tower is being rede�eloped from office to
mixed residential and retai� use and that it was randered uninhabitable due to acts
of God and not by failure io comply with previous or existing regulatory codes.
The City and its officers and agents will give aIl due consideratiori to t�i�. Tow��'�
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Page 17 � ��. �'�r",�li;?�� a .
Econamic Development Program Agreement y� _, _ F-_- - �
6etween Ciry of Fort Wo�th and TLC Greenfield, L.P.
current and existing condi�ion under the circumstances and recognize that 'TLC
will install fire protection de�+ices throughout the Tawer in accardance with
current cades and standards.
SECTION S.
DEFAULT, TERM�NATIOIv AND
FAILURE TO 1VYEET VARIOUS OBL�GAT�ONS.
8.I. Failure to Construct Required Imnrovements. . �
The City may temunate this Agreeinent upon written notice to TLC af the
Required Improvements ha�e noE been subsYantially comple�ed by 3une 30, 2005
unless delayed because af Force Majetue, in which case the 7une 30, 2045
deadline shall be extend�;d by the number of days comprising the specific Forc�
Maj eure.
8.2. Termination of Tax Abatemeut Ag�eement,
Tl�is Agreernent shall automatically ternzinate upon any Iawful early
termination of the Tax Abatement Agreement.
$.3. Failure b� TLC to Meet Constructivn ExAenditure, Emniovment
andlar Supt�lv and Service Exnenditure Goals.
TLC's failure in any gi�en year to meet any vf the goals set forth in
Section 5.2.1, 5.2.2,, 5.3., 5.4.1 and 5.4.2 shall not place TLC in default her�under
or provide the City with the right to teiminate this Agreem�nt, bui, rather, shall
only be weighed against the aa�ount of the Program Grants that th� City is
required to pay TLC in accardance with this Agreernent and as specifical�y
provided in Sectians b.l, 6.2, 6.3 and 6.4. '� �'vl9'�:�
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Page 18 �
Ecanamic Development Pragram Agreement --
between City nf Fort Worth and TLC Greenfield, L.P.
8,4. Failure to Use the Tower for ResidentiaUMixed i3se Pur�aoses.
Beginning January 1, 2006. and throughout the Term of this Agreement, if
the TLC Site is at any time not a�ailable for use as for ResidentiallMixed Use
Purpases, as required by Section 5,5, TLC shall not be deemed to be in default
h�reunder and the City will not have the right to terminate this Agre�meni, but,
rather, the following provisions shall apply:
8,4.1. Far an Entire Year.
If the TLC SIt� 15 not used or available for use �o:r
Residen�allMixed Use Purposes for an enti:re calendar year, the City.will
have no obligation to rnake any Program Grant payment to TLC or any
successor in interest far the following year, with the understanding that the
Term of this Ag�reement sha11 nat be extended and that any such waiver
shall be counted as a Program Grant payment for purpases of calculating
the Term of #his Agreement. In such an event, the revenue comprising the
Program Grant that the City would otherwise have been obligated to make
for such follawing year sha11 instead he treated as Excess TLC Site
Property Taxes, as provided i.n Section d.3, and will be retained by the
City and shall not be carried o�er to any Program Grant in any subsequent
year.
$.4.2. For a Portion of a Year.
If the TLC Si�e is use� or a�ai.lable for use for ResidentiallMixed
Use Purposes for only a portion of a year, the City's Pragram Grant
payment ta TLC or any successar in interest for the follow�ng: y�ar .shal:l
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Page 19 � . . . ' . � •
Economic Development Program Agreement
beTween City of Fort Worth and TLC Greenfield, I,.P.
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be prorated in accordanc� with the number of days during the previous
year that the TLC Site was used for Residential/Mixed Use Purpases. In
such an ev�nt, the r�venue comprising difference between the Program
Grant actually made in such following yeax and the P�ogram Grant that the
City would otherwise have been obligated to make for such fallawing yeax
shall be treated as Excess TLC Site Property Taxes, as provid�d in Section
6.3, and will be retained by the City and shall not be carried over to any
Prag�ram Gra.nt in any subseqnent year.
SECTTON 9.
MUTUAL ASSI�TANCE.
The City and TLC wi�l do all things r�asonably necassary or appropriate io carry
out the objectives, terms and provisions of this Agreement and to aid and assist each
other in carrying aut such objectives, terms and provisions.
SECTION i0.
REPRESENTATI4NS AND WARRANTIES.
The Ciiy represents and warrants to TLC that the Prograzn and this Agreament are
w itnin the scope of its authority and the provisions of the charter and code of tha City and
that it is duly authorized and empowered to esiablish the Progx�am and enter into tlus
Agreement. TLC represents and warrants to the City that it has the r�quisite authority to
enier inta this Agreement.
Page 20
Economic Development Program Agreement
hetween Ci#y of Fort Worth and TLC Greenfield, L.P.
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SECTION 11.
SECTIOl� OR OTHER HEADINGS.
Section or ather headings containad in this Agreement are far reference purposes
onl� and shall not affect in any way the meaning ar interpretatian Qf this Agreement.
SECTTON 1�.
AMENDMENT.
This Ag�reement rnay only be amended, altered, or reWoked by written instrument
sigried by the City and TLC.
SECT�ON 13.
SUCCESSUR,S AND ASSIGNS.
This Agreement sl�all be binding on and inure to the benefit af the parties, their
respective successors and assigns. Provided that TLC is not in default at �he time, TLC
may assign all or part of its ri�hts and obligations hereunder without the appro�al or
consent of the City. In any such event, TLC shall promptly provide the Gity with written
notice of the name of and a lacal contact for any successar or assign.
SECTION 14.
NOTICE.
Any notice and/ar siaternent rEquired and permitted to be delrvered shall be
deemed delivered by depasiting same in the Unuted States mail, certif ed with return
Page 21
Economic Development Program Agreement
between City ofFort Warth and TLC Greenfield, L.P.
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receipt requesied, postage prepaid, addressed to the appropriate party . ai the following
addresses, or at such other addr�sses provided by the parties in wrifing:
TLC: Attn: Tony Landrum
TLC Green Property Associates I, L.P. .
512 Main St., Suite 150p
Fort Worth, TX 76102
With copies to: Attn: Dee S. Finley, 7r.
Harris, Finley & Bogle, P.C.
777 Main St., Suite 3600
Fart Worth, TX 76102
Attn: Barry P. MaXcus
Greenfield 1'artners, LLC
SO North Water St.
South Norwalk, CT 06854
CITY: Attn: Director
Econorriic & Community Development Departm�nt
Ciiy of Fort Worth
1000 Throcl�narion
. Fort Worth, Texas 76��2
Wi�h a copy io: Attn: City Attorney
City Attarney's Office
1000 Throckmorton Street
Fort Worth, Texas 76102
SECTION I5.
INTERPRETATION.
Regardless af the actual draft�r of this Agreement, t�is Agreement shall, in ih�
event of any dispute over its meaning or application, be interpreted fairly and reasonably,
and neither more strongly for or againsi any party. � _
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Page 22 — • --
�canomic Development Program Agreement
between City of Fort Worth and T`LC Grecnfield, L.P.
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�ECTION 16.
APPLTCABLE. LAW.
This Agreement is made, arid sha11 be construed and interpreted under the laws of
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+�lhe State o£ Texas, and venue sh�ll lie in state cvurts located in TaYrant County, Texas or
i•n the United Stat�s District Court for k.�,e Northern District o� Texas, Fort Worth
Di�ision.
SECTIQN li.
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SEVERABILYTY.
In the event any provision oF �his Agreement is allegal, invalid, or unenforceabie
under present or future laws, then, and in that event, it is the intention of the parties
hereta that the remainder of th.is Agreement sball not be affected thereby, and it is also
the intention of the parties to this Agreement that in liee� of each clause ar provision �hat
is found to be illegal, invalid, or unenforceat�le a provision be added �o this Agreement
which� is 1ega1, valid and enforceable and is as similar in terms as possible to the
provision found to be illegal, invalid or unenforceable,
SECTION 1 S.
GOUNTERPARTS.
This Agreement may be executed in multiple counierparts, each of which shall be
considered an original, but alI of which shall constitute one instrument.
Page 23
Economic De�elopment Pragrarn Agreement
between City of Fort Worth and TLC Greenfield, L.P,
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sECTioN i9.
E�TTIRE AGREEMENT
Other than the T� Abafement Agreement, th�s Agreem�;nt contains the entire
agreexnent between the parti�s with respect to the transaction.contemplated herein.
EXECUTED as o�the last date indicated below;
CITY OF FORT WORTH:
TLC GREEN PROPERTY
A�SOCIATES I, L.P.:
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By: : � .; .r: _ _' _..
Reid Rector
Assistant City Manager
Date: � � ' .
APPROVED AS TO FORM AND LEGALITY:
By:��� '`�
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a.�e_
Peter Vaky ,
Assistant City Attarncy
M&C: C-19480 2-�8-03
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Fage 24
Econoatic Development Pragram Agreeme�Y
between City of Fart Warth and TLC Greenfield, L.P.
By: GREENFIELD TLC GP, LLC,
a DelawarE limited liability
company and its General
Partner-
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By: '_ `.
Barry P. Msxcus
Senior Vice President
Date: _ , �_ -
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EXHIBITS
"A" — Ma� Depic�ing the TLC Site
"B" — Capped Taxable Assessed Values for Each Year
"C" — Map of the Centr$1 City
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�conomic Development Program Agreement
between City of For� Worth and TLC Greenfield, I..P
Ext�ibit "A"
LEGAL DESCRIPTInN AND MAP DF,PiCTING TLC SITE
Beginning at a point of the intersection of the north ROW line af 5`" St. and the east
ROW line of Larnar St., thence
Northeasterly along the north ROW Iine of St�' St. to a point where said line inters�;ct�
with the west ROW line of Throckmorton St., ihence
Northwesterly along the west ROW iine af Throckmorton 5t. to a point where said Iine
intersects with the south ROW line of 4th St., thence
Southwes�erly along the south ROW line of 4�h Si. to a point wh�re said line intersects
with the west RQW line af Taylor St., thence
Northwesterly along the west ROW line oi Taylar St. to the midpoint of Block 7G, Fort
Worth Qriginal Town Additian, thence
Southwesterly to the midpoint of Block 76, Fort Worth Original Town Addition, to a
point where said line intersects�with the east ROW line of Lamar St., thence
Southeasterly along �he east RQW Iine of L-amar �t. to a point where said line intersects
with the narth RDW line o�' S;h �t., which i5 the �oint of beginniz�g.
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between City of Fort Worth a�d �'LC Greenfield, L.P.
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� West ROW lin�
I 4f Th1ac{smorlan St
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Exhibit "B"
CAPPED TAXABLE ASSE�SED VALUES OF TLC SITE
City's I�seal
Year in
Which Taxes
Are Received
2Q07 {2006 tax year)
zaos �Zoo� t� y���
2009 (2008 tax year)
20 T 0(2009 tax year)
2011 (2010 tax year)
2012 (2011 tax .year)
2013 (20I2 tax year)
201 �4 (2013 tax year)
2.015 (201�4 t� year)
Capped
Taxable
Assessed
Value
$200,004,000
$22(�,000,400
$242,040,000
$265,2Q0,000
$292,800,400
$322,140,000
$354,300,OOQ
$389,700,000
$428,700,Q00
Economic Develapment Pragram Agreement
between City ofFort Worth and TLC Greenfield, L.P.
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�`ity of Fort Worth, T"exas
t���iC ��d �����1� �,��1�1�1�����°���
DATE R��ERENC� NUMBER LOG NAME PAGE
21181�3 �_� �t��� 17TLC � 1 af 2
SUBJ�CT AUTHORIZE EXECUTIDN OF ECON�MIC DEVEL�PMENT PROGRAM AGREEMENT
WITH TLC GREENFIELD, L.P. FOR REDEVEL.OPMENT �� F�RMER BANK ONE
TOWER ANQ ADJACENT PROPERTY
RECOMMENDATION:
It is recnmmended that the City Councii: .
1. Authorize the City Manager to execute an Economie DeWelopme�t Program Agreement with TLC
Greenfiel�, L.P. or TLC Green Property Associates I, L.P. (TLC) relat�d to the redevelopment of the
former BanCc One Tawer and adjacent property (the Agr�ement}; and
2. Find that the terms and conditions of #he Agreement, as outlined below, constit�t� a custam-
designed economic de�elopment program, as provided in the 2002 Comprehensi►�e Plan and in
accordanc� with Chapter 380 of the Texas Local Go�ernment Code, and comprise an appraPriafie �
pu�lic incentive to encourage downtown housing de�elopment, as pro�ided in the Downtown Fort �
Worth Strategic Actian Plan. �
DISCUSSION:
Under tFte proposed Agreement, TLC has committed to {i) substantially campl�te at least $5Q million in real
proper[y investments on property in downtown For� Warth �hat includes the farmer Bank One Tower {t}�e
Praperiy) by June 30, 2005; and (u) spend at least 25% of its total cor�struction cosfs in making those
imprar�ements with Fort Warth contractors; and (iii) spend at least 2�% af its tota[ construction costs En making
those improrrements with Fort Worth contractars that are certified as M1WBE compa�ies.
The Property is currently damaged and vacant. Unless the ProperLy is expediently redeveloped, business
and cammercial acti�ity in that area of downtown may stalL Therefare, in return for fhe economic ��n�fits and
increased downtowr� hausing apportunities that will accrue as a result of TLC's redeuelopment of the Properly,
the City w�fl ma�Ce nine (9) annual economic �e�elopment program grants to TLC, as authorized by 5eetion
380 of the Texas Local Government Code. These gran� payments will commence in 20Q7 (based on the tax
revenue recei��d for the 2006 tax year), t�e year after TLC recei�es a one-year tax abatement {�ased an
TLC's Properly taxes for the 2005 tax year) under a proposed Tax Abatement Agreement that the City
Council is cansidering pursua�t to M&C C-19479.
Th� maximum ann�aal grant that TLC will be eligible to rec�ive under #he propased Agreement is a sum �
equal to one hundred percent (1�0%) of the increased property taxes receive� by the City from the
Prop�rty on account of its rede�elopment, subject to an annual cap based on the taxabie assessed �
value of the Property. The actual arriount of each grant wrll depend upon the ext�nt to whic}� TLC met �
its consiruction and construc#ion spending commitmer�ts, as outlined above and aflocated as follaws:
An amaunt equal to 60% of real proper[y taxes received from the Property if TLC su�star�tiaEEy
completed at least $5Q million in real property investments on fhe Property by June 30, 20Q5; and
An amount equal to 20% of real propert� iaxes r�ceived from the Property if TLC spends at feast
25% of its total canstruction costs with Fort Worth contractors; an�
An amoun# equal to 20% of real property tazes recei�ed from the Property if TLC spends at least 20%
of �s total cons#ruction cflsfis witi� For� Wor�h contractors that are certified as MNVBE companies.
�L�� O��'(JY�' T�O�'�I29 T'P..aGaS
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DATE REFEFtENCE NUMB�R LOG NAME PAGE
219 8/03 ��' ���Q 17TLC 2 ofi 2
suB.��cT AUTHORIZE EXECUTION OF ECONOMIC �E�/ELOPMENT PR�GRAM AGREEMENT
WITH TLC GREENFIELD, L.P. FOR REDEVELOPMENT OF FORMER BANK ONE
TOWER AND ADJACENT'PROPERTY
However, each grant may be reduced if TLC does not meet certain goals, as foElows:
By an amount equal to 10% of real property taxes received from the Property if TLC provides
any full tEme jobs vn the Property and at ieast 25% of those jobs a�e nof held by residents of the
CeniraJ City; and
By an amount equal to 5% of real property taxes recei�ed from the Property if TLC enters into
any contracts far the provision o� suppEies and services to #he PrQper�y but does not spend at
leasf $S�,QQO per year ur�der those contracts wi�h Fort Vllorth companies; and
By an amount equa[ to 5% of real property taxes recei�ed �From th� Prop�rty if TLC does no#
�spend at least $20,OQ0 �er year under those contracts with Fort Worth certified MIWBE
campa�ies.
TLC anticipates that it will have few, ifi any, employees on the Property and tha� any supply and service
cantracts will be minimaL Therefore, the gist of #his incer�tive program is directed at the actual
redevelopment of the Property, and specifically the former Banl� One Tower.
E3ecause of #he importance in increasing a�ailable housing downtown, TLC has agreed that ifi will
recei�e grants under the Agreement only if the former Bank One Tower is used as residential
apartments or condominiums, with a�proximately 20,D00 s�uare feet flf street level retail and no more
thar� 40,OOfl square feet of office space at a�y time. TLC will not be entiiled ta recei�e any grants under
the Agreement for any periad of time in which tF�ese minimal use re�uirements are not met.
The Agreemenf is authorized by Chapter 380 of the Texas Lvcal Government Code ar�d is consistent with the
CEty's commitment to use custom-designed incentives and partnership programs with pri�ate businesses or� a
case-by-case basis to help ensure the growth and di�ersi�icafion af the local ecor�omy, as stated in the 2aD2
Comprehensive Pla� adopted by the Ci�y Counci! on February 26, 20D2 {M&C G-'� 3541). In addition, #he
�rogram autlined in the Agreement is consistent with the Dawntown Fort Worth Strategic Action Plan, which
encourages the promotion of public incenfives to increase downtown housing development.
FESCAL INFORMATIONICERTIFiCATION:
The Finance Direcior certifies that this action w�fl require no dEreci exp�ndi�ure firom current�y held City funds.
RR:r
Submitted €or City Manager's I FUND � ACCOUN'T I CEN'�'ER I AMOUNI' ! CITY SECRETARY
OTfice by: I (to) I
Reid Rector 614D
Qriginating Department Aead:
Tom Higgins b192 (from) � APPROVED 211$/U3
Addition�l InFormation Contact:
Peter Vaky 7601