HomeMy WebLinkAboutContract 60448DocuSign Envelope ID: 805B9BEB-F550-4E67-A71A-2ED56F750B7D
CSC No. 60448
ECONOMIC DEVELOPMENT PROGRAM AGREEMENT
This ECONOMIC DEVELOPMENT PROGRAM AGREEMENT ("Agreement") is
entered into by and between the CITY OF FORT WORTH (the "City"), a home rule municipality
organized under the laws of the State of Texas, and CLEARFORK RETAIL DEVELOPMENT
COMPANY, 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 the owner and developer of various land holdings in Fort Worth,
including developed property that is located at the northwest corner of Clearfork Main Street and
Edwards Ranch Road. Company now wishes to develop a 25-acre adjacent property that is located
on an approximate 55 acres at the northeast corner of Clearfork Main Street and Edwards Ranch
Road as another phase of the overall development ("Development Site"), as more specifically
described in Exhibit "A". The City and Company agree that the description or depiction of the
Development Site set forth on Exhibit "A" is preliminary in nature, and will be automatically
replaced by the final description of the Development Site as set forth in a survey and/or metes and
bounds description to be obtained by Company at Company's expense and thereafter provided to
the City.
B. Company has proposed to improve the Development Site in two separate but
related phases, which will encompass approximately $400 million in mixed-use, walkable
development consisting of commercial space, 350 new multifamily units, a 1,750-space parking
garage, and an auto showroom that has been designed to be compatible with and complimentary to
the adjacent developed property (collectively, "DevelopmenY').
C. At a minimum, the first phase will consist of the expenditure of at least
$225,000,000.00 in Total Development Costs, of which at least $150,000,000.00 shall be Hard
Construction Costs, to construct the following on the Development Site: (i) 150,000 square feet of
new commercial space consisting of office or retail space (or both); (ii) 200,000 square feet of new
auto showroom and service space; and (iii) a 1,750-space parking garage ("Phase 1 Required
Improvements").
D. At a minimum, the second phase will consist of the cumulative expenditure of at
least $350,000,000.00 in Total Development Costs (inclusive of the $225,000,000.00 in Total
Development Costs for the Phase 1 Required Improvements), of which at least $275,000,000.00
shall be Hard Construction Costs (inclusive of the $150,000,000.00 in Hard Construction Costs of
the Phase 1 Required Improvements), to construct 100,000 square feet of new commercial space
consisting of office or retail space (or both) and 350 new multifamily units on the Development
Site ("Phase 2 Required Improvements").
E The Phase 1 Required Improvements and Phase 2 Required Improvements and
Company's operations therein will benefit the City by increasing the scope of an important
commercial operation in the City with significant opportunities for employment and tax base
growth.
Economic Development Program Agreement
between City of Fort Worth and Clearfork Retail Development Company, LLC
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
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F. As recommended by the City's most recently adopted Comprehensive Plan,
("Comprehensive Plan"), and in accordance with Resolution No. 5722-03-2023 ("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").
G. The economic development grants set forth in this Agreement constitute a custom-
designed economic development program approved by the City Council.
H. Company has represented that the feasibility of the proposed Project described
herein is contingent on Company's receipt of the Program Grants.
L The City Council has determined that the development and use of the Phase 1
Required Improvements and Phase 2 Requirement Improvements will benefit and stimulate the
local economy and that the 380 Program is an appropriate means to achieve this project.
J. 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.
C � ��
K. 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.
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 Pro�ram has the meaning ascribed to it in Recital F.
Affiliate means all entities, incorporated or otherwise, under common control with,
controlled by or controlling Company. For purposes of this definition, "control" means fifty
percent (50%) or more of the ownership determined by either value or vote.
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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 Spendin� Commitment has the meaning ascribed to it in Section 4.2.
Comprehensive Plan has the meaning ascribed to it in Recital F.
DeveloUment has the meaning ascribed to it in Recital B.
Development Real Propertv Tax Revenues means ad valorem taxes on the Development
and the Development Site, �ninus the amount of ad valorem taxes payable on the Development Site
and any improvements located thereon for the 2023 tax year based on the taxable assessed value of
the Development and the Development Site for the 2023 tax year; provided, however, that the
Development Real Property Tax Revenues specifically excludes all revenues from any portion of
the Development Site that is zoned for single-family or multifamily residential uses. The taxable
appraised value of the Development and the Development Site for any given year will be
established solely by the appraisal district that has jurisdiction over the Development Site at the
time.
Development Site has the meaning ascribed to it in Recital A.
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 or caused
to be expended by Company for the Development: 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. Hard Construction Costs
specifically excludes any construction costs expended for the Development by third parties other
than Company, Affiliates and its contractors and subcontractors.
Phase 1 Certificate of Completion has the meaning ascribed to it in Section 5.
Phase 1 Completion Date means the date as of which all occupiable space within the
Phase 1 Required Improvements has received a temporary or permanent certificate of occupancy.
Phase 1 Completion Deadline means December 31, 2026.
Phase 1 Real Propertv Commitment has the meaning ascribed to it in Section 4.11.
Phase 1 Required Improvements has the meaning ascribed to it in Recital C.
Phase 2 Completion Date means the date as of which all occupiable space within the
Phase 2 Required Improvements has received a temporary or permanent certificate of occupancy.
Phase 2 Certificate of Completion has the meaning ascribed to it in Section 5.
Phase 2 Completion Deadline means December 31, 2028.
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Phase 2 Real Propertv Commitment has the meaning ascribed to it in Section 4. L2.
Phase 2 Required Improvements has the meaning ascribed to it in Recital D.
Policv has the meaning ascribed to it in Recital F.
Program Cap means the maximum number of gross dollars comprising the sum of the
aggregate of all Program Grants paid by the City pursuant to this Agreement not to exceed
$22,000,000.00.
Program Grant(s) means the economic development grants paid by the City to Company
in accordance with this Agreement and as part of the 380 Program.
Program Source Funds means an amount of City funds available for inclusion in a
Program Grant that is payable in a given Program Year, which equals eighty percent (80%) of the
maintenance and operations portion of the Development Real Property Tax Revenues that were
received by the City during the Twelve-Month Period ending in the same Program Year in which
the Program Grant for that Program Year is payable.
Program Year means a calendar year in which the City is obligated pursuant to this
Agreement to pay Company a Program Grant, beginning with the second full calendar year
following the Phase 1 Completion Deadline (which is also defined herein as the "Second Operating
Year") (Program Year 1).
Records has the meaning ascribed to it in Section 4.5.
Second Operating Year means the second full calendar year following the year in which
the Phase 1 Completion Deadline Occurs.
Term has the meaning ascribed to it in Section 3.
Total Development Costs means the aggregate of Hard Construction Costs, Tenant
Improvement Costs and the following soft construction costs directly expended or caused to be
expended by Developer or by third parties other than Developer for the Phase 1 Required
Improvements and the Phase 2 Require Improvements: engineering fees; architectural and design
fees; real estate commissions; tenant improvement allowances, costs of third party consultants,
including attorneys and environmental consultants; related governmental permits, filing and
inspection fees; insurance and taxes directly related to the construction of the Phase Development;
and financing costs, including capitalized interest and FF&E.
Twelve-Month Period means the period between February 1 of a given year and January
31 of the following year.
3. TERM.
This Agreement will be effective as of May 23, 2023, 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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4.1. Completion of Real Property Improvements.
4.1.1. By the Phase 1 Completion Date, Company must expend or cause to be
expended at least $225,000,000.00 in Total Development Costs for Phase 1
Required Improvements on the Development Site, of which at least
$150,000,000.00 must be in Hard Construction Costs, and the Phase 1 Completion
Date must occur on or before the Phase 1 Completion Deadline (collectively,
"Phase 1 Real Property Commitment").
4.1.2 By the Phase 2 Completion Date, Company must expend or cause to be
expended an aggregate of at least $350,000,000.00 in Total Development Costs for
Phase 2 Required Improvements on the Development Site, of which at least
$275,000,000.00 must be in Hard Construction Costs, and the Phase 2 Completion
Date must occur on or before the Phase 2 Completion Deadline (collectively,
"Phase 2 Real Property Commitment"). All funds expended for the Phase 1
Real Property Commitment are cumulative of and will count towards the minimum
amounts required Phase 2 Real Property Commitment.
4.2. Construction Spending Commitment BEFs.
Company must expend or cause to be expended by both the Phase 1 Completion
Date and Phase 2 Completion Date at least fifteen percent (15%) of all Total Development
Costs for the Phase 1 Required Improvements and Phase 2 Required Improvements,
regardless of the total amount of such Total Development Costs, with BEFs ("BEF
Construction Spending Commitment").
4.3. Reports.
4.3.1. Final Construction Report.
a. Phase 1. Within ninety (90) calendar days following the Phase 1
Completion Date, in order for the City to assess whether the Phase
1 Real Property Commitment and the applicable BEF
Construction Spending Commitment were met, Company must
provide the Director with a report in a form reasonably acceptable
to the Director that specifically outlines (i) the Total Development
Costs expended or caused to be expended for the Phase 1 Required
Improvements as of the Phase 1 Completion Date and (ii) the Total
Development Costs expended or caused to be expended with
BEFs for the Phase 1 Required Improvements as of the Phase 1
Completion Date, together with supporting invoices and other
documents reasonably necessary to demonstrate that such
amounts were actually paid, including, without limitation, final
lien waivers signed by the general contractor for the Phase 1
Required Improvements.
b. Phase 2. Within ninety (90) calendar days following the Phase 2
Completion Date, in order for the City to assess whether the Phase
2 Real Property Commitment and the applicable BEF
Construction Spending Commitment were met, Company must
provide the Director with a report in a form reasonably acceptable
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to the Director that specifically outlines (i) the Total Development
Costs expended or caused to be expended for the Phase 2 Required
Improvements as of the Phase 2 Completion Date and (ii) the Total
Development Costs expended or caused to be expended with
BEFs for the Phase 2 Required Improvements as of the Phase 2
Completion Date, together with supporting invoices and other
documents reasonably necessary to demonstrate that such
amounts were actually paid, including, without limitation, final
lien waivers signed by the general contractor for the Phase 2
Required Improvements.
4.3.2. AdditionalInformation.
Company agrees to provide the City with any additional information that
the Director may reasonably require to ascertain Company's compliance 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 Phase 1 Required Improvements and Phase 2 Required
Improvements, and Company will provide full access to the same, in order for the
City to monitor compliance with the terms and conditions of this Agreement.
Company will reasonably cooperate 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 Total Development Costs expended for
the Phase 1 Required Improvements or the Phase 2 Required Improvements, as well as
any other documents reasonably 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 acceptable to both parties following reasonable advance notice
by the City and will otherwise reasonably cooperate with the City during any audit.
5. CERTIFICATE OF COMPLETION.
5.1. Phase 1. Within ninety (90) calendar days following receipt by the City of the final
construction spending report for the Phase 1 Required Improvements and assessment by
the City of the information contained therein, if the City is able to verify attainment of the
Phase 1 Real Property Commitment, the Director will issue Company a certificate stating
the amount of Total Development Costs expended for the Phase 1 Required Improvements
and the amount of Total Development Costs expended specifically with BEFs ("Phase 1
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Certificate of Completion"). The Phase 1 Certificate of Completion will serve as the
basis for determining the extent to which the BEF Construction Spending Commitment
was met.
5.2 Phase 2. Within ninety (90) calendar days following receipt by the City of the final
construction spending report for the Phase 2 Required Improvements and assessment by
the City of the information contained therein, if the City is able to verify attainment of the
Phase 2 Real Property Commitment, the Director will issue Company a certificate stating
the amount of Total Development Costs expended for the Phase 2 Required Improvements
and the amount of Total Development Costs expended specifically with BEFs ("Phase 2
Certificate of Completion"). The Phase 2 Certificate of Completion will serve as the
basis for determining the extent to which the BEF Construction Spending Commitment
was met.
6. PROGRAM GRANTS
6.1 Subject to the terms and conditions of this Agreement, provided that Company
completed the Phase 1 Real Property Commitment in a timely manner, Company will be
entitled to receive from the City fifteen (15) annual Program Grants, subject to the
applicable Program Cap. The amount of each Program Grant will equal a percentage of
the Program Source Funds, which percentage will be based on the extent to which
Company met or caused to be met the various commitments for the phase of Development
at the time, all as more specifically set forth in this Section 6. Notwithstanding anything
to the contrary, aggregate Program Grants payable under this Agreement will be subject to
and not exceed the applicable Program Cap.
6.1.1 Calculation of Each Pro�ram Grant Amount.
a. Program Years 1 and 2. For Program Years 1 and 2, Company
will receive a maximum annual Program Grant equal to eighty
percent (80%) of the Program Source Funds as follows:
(i) Phase 1 Real Property Commitment (70%�. If, at a
minimum, the Company meets the Phase 1 Real Property
Commitment in a timely manner, then each Program
Grant will include seventy percent (70%) of the Program
Source Funds.
(ii) BEF Construction Spendin� Commitment (10°/o�. If, at a
minimum, the Company meets the BEF Construction
Spending Commitment for the Phase 1 Required
Improvements in a timely manner, then each Program
Grant will include ten percent (10%) of the Program
Source Funds.
b. Program Years 3 and 15. For Program Years 3 through 15,
Company will receive a maximum annual Program Grant equal to
eighty percent (80%) of the Program Source Funds as follows:
(i) Phase 1 Real Propertv Commitment. If, at a minimum,
the Company meets the Phase 1 Real Property
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Commitment in a timely manner as set forth above, then
each Program Grant will include fifty percent (50%) of
the Program Source Funds.
(ii) Phase 2 Real Property Commitment. If, at a minimum,
the Company meets the Phase 2 Real Property
Commitment in a timely manner, then each Program
Grant will include twenty percent (20%) of the Program
Source Funds.
(iii) BEF Construction Commitment. If, at a minimum, the
Company meets the BEF Construction Spending
Commitment for the Phase 2 Required Improvements in
a timely manner, then each Program Grant will include
ten percent (10°/o) of the Program Source Funds.
7. APPLICATiON FEE AND FEE CREDIT.
Company has paid an economic development incentive application fee of $2,500.00.
8. DEFAULT, TERMINATION AND FAILURE BY COMPANY TO MEET
VARIOUS DEADLINES AND COMMITMENTS.
8.1. Failure to Meet Phase 1 or Phase 2 Real Propertv Commitments.
8.1.1. Phase 1 Real Property Commitment. Notwithstanding anything to the
contrary herein, the City will have the right to terminate this Agreement
immediately upon provision of written notice to Company, without further
obligation to Company hereunder, if the Phase 1 Real Property Commitment has
not been met in a timely manner.
8.1.2. Phase 2 Real Property Commitment. If Company fails to comply with the
Phase 2 Real Property Commitment in timely manner, then such failure will not
constitute a default of the Agreement but, rather, will only cause the amount of
each annual Program Grant to be paid to the Company to be reduced in accordance
with Section 6.
8.2. Failure to Meet BEF Construction Spending Commitment.
Company's failure to meet the BEF Construction Spending Commitment will not
constitute a default under this Agreement but, rather, will only cause the amount of each
annual Program Grant to be paid to the Company to be reduced in accordance with Section
6.
8.3. Failure to Submit Reports.
If Company fails to submit any report required by this Agreement, the City will
provide written notice to Company. If Company fails to provide any such report within
thirty (30) calendar days following receipt of such written notice, the City, as a courtesy,
will provide Company will a second written notice. If Company fails to provide any such
report with fifteen (15) calendar days following receipt of the second written notice, the
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City will have a right to suspend payments of any Program Grants until Company has
provided all required reports or, in the City's sole discretion, to terminate this Agreement
immediately by providing written notice to Company.
8.4. Failure to Pav City Taxes.
Company will be in default under this Agreement if any City taxes owed on the
Development Site by Company or an Af�liate or arising on account of Company's and
Affiliate's operations on the Development Site become delinquent and Company or the
Affiliate does not either pay such taxes or properly follow the legal procedures for protest
or contest of any such taxes. In this event, the City will notify Company in writing, and
Company will have thirty (30) calendar days to cure such default. If the default has not
been fully cured by such time, the City will have the right to terminate this Agreement
immediately by providing written notice to Company and reserve all other rights and
remedies that may be available to it under the law or in equity.
8.5. Foreclosure on Development Site.
Subject to any rights of a lender that is a party to a Consent to Collateral
Assignment Agreement executed pursuant to and in accordance with this Agreement, upon
the occurrence of any of the following events, the City will have the right to terminate this
Agreement immediately upon the provision of written notice to the Company: (i) the
institution of an action to foreclose or otherwise enforce a lien, mortgage, or deed of trust
to a third party of the Development or Development Site; (ii) the involuntary conveyance
to a third party of the Development or Development Site; (iii) execution by Company or
an Affiliate of any assignment of the Development or Development Site or deed in lieu of
foreclosure to the Development or Development Site; or (iv) the appointment of a trustee
or receiver for the Development or Development Site.
8.6. 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.
8.7. Knowing Emplovment of Undocumented Workers.
8.7.1 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.
Coinpany hereby certifies that Coinpany, and any bYanches, divisions, or
departments of Company, does not and will not knowingly einploy 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
depaYtment of Company, is convicted of a violation under 8 U.S.C. Section
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1324a(� (Yelating to federal criminal penalties and injunctions for a pattern or
practice of employing unauthorized aliens):
a. if such conviction occuYs during the TeYin of this Agreeinent, this
AgYeeinent 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 Grants received by Company
hereunder, if any, plus Simple Interest at a rate of four percent (4%) per
annuin; or
b. if such conviction occurs after expiration or termination of this
AgYeeinent, subject to any appellate rights that may lawfully be available
to and exercised by Company, Company must repay, within one hundred
trventy (120) calendar days following receipt of written demand from the
City, the aggregate amount of the Program Grants received by Company
hereunder, if any, plus Siinple Interest at a rate of four percent (4%) per
annum.
8.7.2. 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 Program Grants paid hereunder and is not applied
to interest calculated. For example, if the aggregate amount of the Program Grants
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 9.6 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. INDEMNIFICATION.
COMPANY, AT NO COST TO THE CITY, AGREES TO DEFEND, INDEMNIFYAND
HOLD THE CITY, ITS OFFICERS, AGENTS SERVANTS AND EMPLOYEES, HARMLESS
AGAINST ANY AND ALL CLAIMS, LAWSUITS, ACTIONS, COSTS AND EXPENSES OF
ANYKIND, INCLUDING, BUT NOT LIMITED TO, THOSE FOR PROPERTYDAMAGE OR
LOSS (INCL UDING ALLEGED DAMA GE OR LOSS TO COMPANY'S B USINESS AND ANY
RESULTINGLOSTPROFITS) AND/OR PERSONAL INJURY, INCLUDINGDEATH, 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 (ii) 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 REQUIRED IMPROVEMENTS, OR
OTHER WISE TO THE PERFORMANCE OF THIS AGREEMENT.
10. NOTICES.
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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, 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 Department
1150 South Freeway
Fort Worth, TX 76104
11. ASSIGNMENT AND SUCCESSORS.
Company:
Clearfork Retail Development Company
Attn: Manager
4200 South Hulen Street, Ste. 614
Fort Worth, Texas 76109
Company may, at any time, assign, transfer, or otherwise convey any of its rights or
obligations under this Agreement to an Affiliate that is in good standing to do business in the State
of Texas, as determined by the Texas Secretary of State, without the consent of the City Council
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. In addition, Company may assign its rights and obligations under this Agreement to a
financial institution or other lender for purposes of granting a security interest in the Development
or the Development Site without the consent of the City Council, provided that Company and the
financial institution or other lender first execute a written agreement ("Consent to Collateral
Assignment"). 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 ineeting the terms and conditions of this Agreement and (ii)
prior execution by the proposed assignee or successor of a written agreement with the City under
which the proposed assignee or successor agrees to assume and be bound by all covenants and
obligations of 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.
12. COMPLIANCE WITH LAWS, ORDINANCES, RULES AND REGULATIONS.
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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.
13. 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.
14. NO WAIVER.
The failure of either party to insist upon the performance of any term or provision of this
Agreement or to exercise any right granted hereunder will not constitute a waiver of that party's
right to insist upon appropriate performance or to assert any such right on any future occasion.
15. VENUE AND 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.
16. NO THIRD PARTY RIGHTS.
The provisions and conditions of this Agreement are solely for the benefit of the City
and Company, and any lawful assign or successor of Company, and are not intended to create any
rights, contractual or otherwise, to any other person or entity.
17. 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.
18. CAPTIONS._
Captions and headings used in this Agreement are for reference purposes only and will not
be deemed a part of this Agreement.
19. 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.
20. ENTIRETY OF AGREEMENT.
This Agreement, including any exhibits attached hereto and any documents incorporated
herein by reference, contains the entire understanding and agreement between the City
and Company, and any lawful assign 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 Clearfork Retail Development Company, LLC 12 of 19
DocuSign Envelope ID: 805B9BEB-F550-4E67-A71A-2ED56F750B7D
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.
21. 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.
22. FORCE MAJEURE.
It is expressly understood and agreed by the parties to this Agreement that if the
performance of any obligations hereunder is delayed by reason of war, government action or
inaction, orders of the government, epidemics, pandemics, civil commotion, acts of God, strike,
inclement weather, shortages or unavailability of labor or materials, unreasonable delays by the
City (based on the then-current workload of the City department(s) responsible for undertaking the
activity in question) in issuing any permits, consents, or certificates of occupancy or conducting
any inspections of or with respect to the Development or Development Site, or other circumstances
that are reasonably beyond the control of the party obligated or permitted under the terms of this
Agreement to do or perform the same, regardless of whether any such circumstance is similar to
any of those enumerated or not, the party so obligated or permitted will be excused from doing or
performing the same during such period of delay, so that the time period applicable to such design
or construction requirement and the applicable completion deadline will be extended for a period
of time equal to the period such party was delayed. Notwithstanding anything to the contrary
herein, it is specifically understood and agreed that any failure to obtain adequate financing
necessary to meet the Phase 1 or Phase 2 Real Property Improvement Commitments will not be
deemed to be an event of force majeure and that this Section will not operate to extend the any
completion deadlines in such an event.
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 OF FORT WORTH:
CLEARFORK RETAIL
DEVELOPMENT COMPANY, LLC
a Texas limited liability company
����
B�. WilliamJohnson(N v1Q20231530GMT+11
William Johnson
Assistant City Manager
Date: NOV lO� 2�23
DocuSigned by:
By ���, e. M�.�.c
o�,�,��4�etheral
Manager
Date: 11/1/202 3
Economic Development Program Agreement
between City of Fort Worth and Clearfork Retail Development Company, LLC 13 of 19
DocuSign Envelope ID: 805B9BEB-F550-4E67-A71A-2ED56F750B7D
APPROVED AS TO FORM AND LEGALITY:
iyf�, Gci��
By: p
Tyler F. Wallach
Assistant City Attorney
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ATTEST: �> °°°� °°��o
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By. �'
Janette Goodall
City Secretary
M&C: 23-0436 (May 23, 2023)
Form 1295: 2023-1018518
CONTRACT COMPLIANCE MANAGER:
By signing below, I hereby acknowledge that I
am the person responsible for the monitoring
and administration of this contract, including
ensuring all performance and reporting
requirements:
.ti ..../✓/ /-.,�-,
ByMichaelHennig v9,202 :PCST)
Michael Hennig
Business Development Coordinator
Economic Development Program Agreement
between City of Fort Worth and Clearfork Retail Development Company, LLC
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
14 of 19
DocuSign Envelope ID: 805B9BEB-F550-4E67-A71A-2ED56F750B7D
EXHIBIT "A"
Description and Map Depicting the Development Site
(Preliminary to be automatically replaced by final version)
BEING that certain tract of land situated in the S.C. Inman Survey, Abstract Number 824, the
F.G. Beasley Survey, Abstract Number 135, and the L.J. Edwards Survey, Abstract Number 464,
City of Fort Worth, Tarrant County, Texas, being a remainder of that tract of land described by
deed to Edwards Geren, LTD., recorded in Volume 12915, Page 394, County Records, Tarrant
County, Texas, and being more particularly described by metes and bounds as follows:
BEGINNING at the most westerly northwest corner of said remainder tract, in the southeast line
of that tract of land described by deed to Texas Electric Service Company, recorded in
Volume 2588, Page 562, said County Records, and in the east right-of-way line of Edwards Ranch
Road (a variable width right-of-way recorded in Instrument Number D211281093, said County
Records);
THENCE N 63°33'07"E, 2743.60 feet, with said southeast line, to the most northerly northeast
corner of said remainder tract and the west line of that tract of land described by deed to Union
Pacific Railroad Company, recorded in Instrument Number D211310329, said County Records;
THENCE S 12°55'38"E, 199.55 feet, to the southwest corner of said Union Pacific tract;
THENCE N 89°37'31"E, 359.66 feet, to the southwest corner of said Union Pacific tract;
THENCE S 32°44'04"E, 40.31 feet;
THENCE S 54°14'04"E, 77.86 feet, to the most easterly northeast corner of said remainder tract
and the northwest line of that tract of land described by deed to Tarrant County Water Control and
Improvement District No. 1, recorded in Volume 4559, Page 1, said County Records;
THENCE S 29°59'00"W, 261.44 feet, with said northwest line, to the beginning of a curve to the
right in the north right-of-way line of Clearfork Main Street (a variable width right-of-way recorded
in Instrument Number D211281093, said County Records);
THENCE with the north and east right-of-way lines of said Clearfark Main Street, the following
courses and distances:
With said curve to the left, an arc distance of 602.62 feet, through a central angle of
66°21'27", having a radius of 520.33 feet, the long chord which bears S 87°23'00"W,
569.50 feet, to the beginning of a reverse curve to the right;
With said reverse curve to the right, an arc distance of 30.85 feet, through a central angle
of 09°27'S0", having a radius of 186.80 feet, the long chord which bears S 58°00' 19"W,
30.82 feet, to the beginning of a reverse curve to the left;
With said reverse curve to the left, an arc distance of 87.42 feet, through a central angle of
21°17'47", having a radius of 235.20 feet, the long chord which bears S 52°OS' 19"W,
86.92 feet, to the beginning of a compound curve to the left;
Economic Development Program Agreement
between City of Fort Worth and Clearfork Retail Development Company, LLC 15 of 19
DocuSign Envelope ID: 805B9BEB-F550-4E67-A71A-2ED56F750B7D
With said compound curve to the left, an arc distance of 159.04 feet, through a central
angle of 17°07'06", having a radius of 532.32 feet, the long chord which bears
S 32°52'S2"W, 158.45 feet;
S 69°15'28"W, 3.08 feet;
S 23°27'10"W, 68.38 feet;
S 20°45'S7"E, 29.38 feet, to the beginning of a curve to the right;
With said curve to the right, an arc distance of 269.38 feet, through a central angle of
10°36'S5", having a radius of 1454.00 feet, the long chord which bears S 30°54' 13"W,
269.00 feet, to the beginning of a reverse curve to the left;
With said reverse curve to the left, an arc distance of 70.86 feet, through a central angle of
03°59'38", having a radius of 1016.50 feet, the long chord which bears S 34°12'S1"W,
70.84 feet;
S 32°13'Ol"W, 701.14 feet;
S 77°13'02"W, 12.02 feet;
S 32°13'O1"W, 72.00 feet;
S 12°46'S8"E, 12.02 feet;
S 32°13'O1"W, 228.47 feet, to the beginning of a curve to the right;
With said curve to the right, an arc distance of 203.12 feet, through a central angle of
28°31'26", having a radius of 408.01 feet, the long chord which bears S 46°28'S0"W,
201.03 feet;
S 60°44'31"W, 439.07 feet, to the most southerly southwest corner of said remainder tract
and the beginning of a curve to the right;
THENCE with said curve to the right, an arc distance of 183.77 feet, through a central angle of
87°44'34", having a radius of 120.00 feet, the long chord which bears N 75°23' 15"W, 166.33 feet,
to the most westerly southwest corner of said remainder tract and the aforementioned east right-of-
way line of Edwards Ranch Road;
THENCE with said east right-of-way line, the following courses and distances:
N 31°31'O1"W, 507.96 feet;
N 13°28'S8"E, 12.02 feet;
N 31°31'O1"W, 102.50 feet;
N 76°31'00"W, 12.02 feet;
Economic Development Program Agreement
between City of Fort Worth and Clearfork Retail Development Company, LLC 16 of 19
DocuSign Envelope ID: 805B9BEB-F550-4E67-A71A-2ED56F750B7D
N 31°31'O1"W, 376.40 feet, to the beginning of a curve to the right;
With said curve to the right, an arc distance of 56.79 feet, through a central angle of
11°28'42", having a radius of 283.50 feet, the long chord which bears N 25°46'40"W,
56.70 feet, to the beginning of a reverse curve to the left;
With said reverse curve to the left, an arc distance of 63.41 feet, through a central angle of
11°28'42", having a radius of 316.50 feet, the long chord which bears N 25°46'40"W,
63.30 feet;
THENCE N 31°31'O1"W, 110.90 feet to the Point of Beginning and containing 2,481,891 square
feet or 56.976 acres of land more or less.
Economic Development Program Agreement
between City of Fort Worth and Clearfork Retail Development Company, LLC 17 of 19
DocuSign Envelope ID: 805B9BEB-F550-4E67-A71A-2ED56F750B7D
FOR EXNIBIT PURPOSES ONLY
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Economic Development Program Agreement
between City of Fort Worth and Clearfork Retail Development Company, LLC 18 of 19
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DocuSign Envelope ID: 805B9BEB-F550-4E67-A71A-2ED56F750B7D
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Economic Development Program Agreement
between City of Fort Worth and Clearfork Retail Development Company, LLC 19 of 19
-- � �
11/9/23, 12:09 PM
CITY COUNCIL AGENDA
Create New From This M&C
DATE: 5/23/2023 REFERENCE **M&C 23-
N O.: 0436
M&C Review
FflRT �'4'URTH
_��-
LOG NAME: 17CLEARFORKPH2EDPA
CODE: C TYPE: CONSENT PUBLIC NO
HEARING:
SUBJECT: (CD 3/ Future CD 3) Authorize Execution of an Economic Development Program
Agreement with Cassco Development Co., Inc., or an Affiliate, for the Construction of
Approximately 250,000 Square Feet of New Commercial Space to be Comprised of New
Retail and Office Space, 350 new Multi-Family Units, 200,000 Square Feet of New
Automobile Showroom and Service Space, and a Parking Garage
RECOMMENDATION:
It is recommended that the City Council:
1. Authorize the execution of an Economic Development Program Agreement with Cassco Development Co.,
Inc., or an affiliate for the construction of approximately 250,000 square feet of new commercial space
to be comprised of new retail and office space, 350 new multi-family units, 200,000 square feet of new
automobile showroom and service space, and a parking garage; and
2. Find that the terms and conditions of the Economic Development Program Agreement, as outlined below
and in the Agreement, constitute a custom-designed economic development program, as recommended by
the most recently adopted Comprehensive Plan and authorized by Chapter 380 of the Texas Local
Government Code.
DISCUSSION:
Cassco Development Co., Inc. (Company), is the owner and developer of various land holdings in Fort Worth,
including developed property that is located at the northwest corner of Clearfork Main Street and Edwards Ranch
Road that is the subject of an active economic development program agreement (CSC-45586) for the development
of an approximate $300 million mixed-use development which it successfully completed. Company now wishes to
develop adjacent property that is located within 25 acres at the northeast corner of Clearfork Main Street and
Edwards Ranch Road (Project Site) as a new phase of development for the broader Clearfork district (Phase II).
Company proposes to develop the Project Site as an approximate $400 million walkable mixed-use development
consisting of commercial space (office or retail), 350 new multifamily units, a 1,750-space parking garage, and
automobile showroom space that has been designed to be compatible with and complimentary to the surrounding
mixed-use district (Project).
Company Investment:
To support the Project, Company and City staff propose to enter into an Economic Development Program
Agreement (EDPA) (Agreement). As part of the proposed Agreement, Company would commit to completing the
Project over two individual phases (Phase II-A and Phase II-B respectively) in accordance with the following
minimums:
Phase II-A
Minimum 150,000 square feet of new commercial space consisting of retail or office space or a combination of
both.
Minimum 200,000 square feet of new automobile showroom and service space.
Minimum 1,750 space parking garage
Minimum Total Development Costs of $225,000,000
Minimum $150,000,000 Hard Construction Costs
Required completion date of December 31, 2026 (Phase II-A Completion Deadline)
Phase II-B
Minimum 350 new multi-family units.
Minimum 100,000 square feet of new commercial space consisting of retail or office space or both.
apps.cfwnet.org/counci I_packet/mc_review.asp? I D=31064&counci Idate=5/23/2023 1/3
11/9/23, 12:09 PM
M&C Review
Minimum Total Development Costs of $350,000,000 (inclusive of Phase II-A)
Minimum $275,000,000 Hard Construction Costs (inclusive of Phase II-A)
Required completion date of December 31, 2028 (Phase II-B Completion Deadline)
Utilization of Business Equity Firms (Real Property Improvements),:
Company must expend or cause to be expended 15\% of all construction costs (Hard and Soft) for the Project as
defined in Chapter 20, Article X of the City Code. Failure to meet this commitment will not constitute a default, but
the value of Grant eligibility will be reduced by 10\%.
City Commitments:
In return for development of the Project, the City would provide up to fifteen (15) annual grants equal to up to 80\%
(Rate) of the Maintenance and Operations portion of new incremental City ad valorem taxes (Grants) for a total
amount not to exceed $22,000,000.00 (Program Cap). The Grants will exclude the value of taxes paid in
association with mult-family property developed as part of the Project.
Failure by Company to complete Phase II-A minimum requirements by the Phase II-A Completion Deadline will be
an instance of default on the Agreement, leading to a forfeiture of any Grants to be paid by the City. Failure by
Company to complete Phase II-B minimum requirements by the Phase II-B Completion Deadline will not be an
instance of default, but will result in a reduction of the Rate from a maximum of 80\% to a maximum of 60\%.
The maximum Rate in any given year of the Agreement will be in accordance with the following table:
Developer Commitment
Phase II-A Development — Min. $225 M and Ph. I CO by 12/31/2026
Phase II-B Development — Min. $350 M and Ph. II CO by 12/31/2028
15\% BEF Commitment
TOTAL
This project is located in COUNCIL DISTRICT 3.
FISCAL INFORMATION/CERTIFICATION:
Max EDPA Grant
(\% of incremental M&O)
Years 1-2
70\%
10\%
80\%
Years 3-15
50\%
20\%
10\%
80\%
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 Account Project Program Activity Budget Reference # Amount
ID � I ID � I Year (Chartfield 2) I
Fund Department Account Project Program Activity Budget Reference # Amount
ID ID Year (Chartfield 2)
Submitted for City Manager's Office by_
Originating Department Head:
Additional Information Contact:
ATTACHMENTS
William Johnson (5806)
Robert Sturns (2663)
Michael Hennig (6024)
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11/9/23, 12:09 PM
Form 1295 - Cleafork Retail Development Co. LLC.pdf (CFW Internal)
M&C Review
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