HomeMy WebLinkAboutContract 62077CSC No. 62077
MASTER DEVELOPMENT AGREEMENT
This Master Development Agreement ("Agreement") is entered into by and between the
CITY OF FORT WORTH, TEXAS, a home -rule municipality organized under the laws of the
State of Texas ("City"), and GOLDENROD SERVICES, LLC, a Nebraska limited liability
company ("Developer").
RECITALS
A. Developer is a national real estate development company focused on projects in
growing markets with the central United States and has participated in dozens of mixed -use
projects and public -private partnerships.
B. Developer and City desire for Developer to develop property located on two
separate blocks, the first being located at the northwest corner of West Seventh Street and Foch
Street ("Van Zandt Site") and the other being located at the northeast corner of University Drive
and Bledsoe Street ("One University Site") (collectively, the "Sites").
C. At a minimum, the Developer will expend or caused to be expended at least $145
million in Total Construction Costs on the Van Zandt Site as follows: (i) 95,000 square feet of
new office space; (ii) 10,000 square feet of new retail space; (iii) 226 new multi -family units; (iv)
500 space parking garage ("Van Zandt Garage"); and (v) certain other improvements that are
necessary to physically and functionally serve and support the construction and operation of the
Van Zandt Site ("Van Zandt Required Improvements").
D. At a minimum, the Developer will expend or caused to be expended at least $255
million in Total Construction Costs on the One University Site as follows: (i) 100,000 square feet
of new office space; (ii) 10,000 square feet of new retail space; (iii) 240 new multi -family units;
(iv) 175 room full -service hotel; (v) 744 space parking garage ("One University Garage"); and
(vi) certain other improvements that are necessary to physically and functionally serve and support
the construction and operation of the One University Site ("One University Required
Improvements").
E. Upon Substantial Completion of the Van Zandt Required Improvements and One
University Required Improvements (collectively, "Required Improvements"), respectively, the
Developer, as declarant, will establish (or cause an Affiliate to establish) a condominium regime
of ownership for the Van Zandt Garage ("Van Zandt Condo") and One University Garage ("One
University Condo") (collectively, "Condominiums" and convey or ensure the conveyance of the
Van Zandt Garage and One University Garage (collectively, "Parking Garages") to the City.
F. Upon acquisition of each of the Parking Garages, the City will then enter into (i) an
agreement with Developer to operate and maintain the One University Parking Garage in
substantially the form attached hereto as Exhibit A attached hereto and (ii) an agreement with
Developer to operate and maintain the Van Zandt Parking Garage in substantially the form attached
hereto as Exhibit A attached hereto.
G. City and Developer will enter into (i) an economic development program agreement
in substantially the form attached hereto as Exhibit B attached hereto, that will, among other things,
OFFICIAL RECORD
MASTER DEVELOPMENT AGREEMENT CITY SECRETARY Page t of 15
FT. WORTH, TX
provide for up to fifteen (15) annual grants to Developer in exchange for the construction of the
One University Required Improvements and conveyance of the One University Parking Garage
and (ii) an economic development program agreement in substantially the forin attached hereto as
Exhibit B attached hereto, that will, among other things, provide for up to fifteen (15) annual grants
to Developer in exchange for the construction of the Van Zandt Required Improvements and
conveyance of the Van Zandt Parking Garage.
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 Parties agree that the recitals set forth above are true and correct and form the
basis upon which the Parties have entered into this Agreement. To the extent the terms of this
Agreement conflict with the terms of any later -executed agreement executed between the Parties
related to this Development, then the terms of the later -executed agreement will govern.
2. DEFINITIONS.
In addition to terms defined in the body of this Agreement, the following terms
have the definitions ascribed to them as follows:
"380 Agreement" means an economic development program agreement authorized
under Chapter 380 of the Texas Local Government Code and approved by the Fort Worth City
Council to incentivize and facilitate the Development.
"Affiliate" means all entities, incorporated or otherwise, under common control
with, controlled by or controlling Developer. For purposes of this definition, "control" means
more than fifty percent (50%) of the ownership determined by either value or vote.
"Annual Grant" means the economic development program grant set forth in
Section 5.13.
"BEF Construction Spending Commitment" has the meaning ascribed to it in
Section 3.A(iii).
"Business Equity Firm(s)" ("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).
"Certification Deadlines" has the meaning ascribed to it in the Section 5.A.
"Condominiums" has the meaning ascribed to it in the Recitals.
"Declaration" has the meaning ascribed to it in Section 4.A.
MASTER DEVELOPMENT AGREEMENT Page 2 of 15
"Development" means the Development of the Sites as contemplated in this
Agreement.
"Event of Default" has the meaning ascribed to it in Section 7.A. and other sections
of the Agreement where an event of default is cited.
"Fair Market Value" has the meaning ascribed to in Section 4.13.
"Force Majeure" means an event beyond the Parties' reasonable control,
including, without limitation, acts of God, fires, strikes, national disasters, wars, riots, material or
labor restrictions, delays caused by unforeseen structural issues, weather delays, epidemics,
pandemics, governmental moratoriums, injunctions or other legal proceedings brought by third
parties, unreasonable delays by the City in issuing any permits, consents or certificates of
occupancy or conducting any inspections of or with respect to the Required Improvements, delays
caused by unforeseen construction or site issues (which does not include delays due to purely
financial matters involving the Developer, such as, without limitation, delays in obtaining adequate
financing).
"Hard Construction Costs" means the aggregate of the payments to the general
contractor for the construction of the Required Improvement, including general contractor's and
its subcontractors' direct costs and fees and general contractor's and its subcontractors' Soft
Construction Costs. However, "Hard Construction Costs" excludes (i) utility infrastructure costs,
and (ii) any "Hard Cost Contingency" under the general contractor construction contract to the
extent not allocated to the general contractor as of the Completion Date.
"O&M Agreement" has the meaning ascribed in Section 6.A. of this Agreement.
"One University Certification Deadline" has the meaning ascribed to it in Section
5.A.
"One University Completion Date" means the date as of which Substantial
Completion of the One University Required Improvements has been achieved.
"One University Completion Deadline" means June 30, 2028.
"One University Condo" has the meaning ascribed to it in the Recitals.
"One University Garage" has the meaning ascribed to it in the Recitals.
"One University Site" has the meaning ascribed to it in the Recitals.
"One University Required Improvements" has the meaning ascribed to it in the
Recitals.
"Parking Garages" has the meaning ascribed to it in the Recitals with such
specifications that satisfy the requirements set forth in the 380 Agreement.
MASTER DEVELOPMENT AGREEMENT Page 3 of 15
"Parking Garages Grant" means the economic development program grant set
forth in Section 4.13.
"Parking Garages Purchase Options" has the meaning ascribed to it in Section
"Parking Garages Put Options" has the meaning ascribed to it in Section 4.13.
"Parking Garages Purchase Price" has the meaning ascribed to in Section 4.B.
"Party" or "Parties" means the Developer and City, or their successors and/or
assigns under this Agreement, individually or collectively.
"Program Grants" means the Parking Garages Grant and the Annual Grant, and
such other economic development program grants credited or payable to the Developer per the
terms of this Agreement, a 380 Agreement, or the O&M Agreement.
"Program Grant Amount" means the amount of each of the Program Grants,
individually or collectively, as the case may be.
"Required Improvements" has the meaning ascribed to it in the Recitals
"Required Improvements Completion Conditions" has the meaning ascribed to
it in Section 5.A.
"Soft Construction Costs" means all costs that do not involve the physical
construction of the Required Improvements.
"Sites" has the meaning ascribed to it in the Recitals.
"Substantial Completion" means that a final or temporary certificate of
occupancy has been issued for all of the applicable Required Improvements.
"Total Construction Costs" means the aggregate of Hard Construction Costs, Soft
Construction Costs, and all other costs expended for the Required Improvements including,
without limitation, the following: engineering fees; architectural and design fees; real estate
commissions; costs of third -party consultants, including attorneys and environmental consultants;
developer fees; zoning fees; permit fees; marketing costs; insurance; taxes; financing costs,
including loan fees and capitalized interest; and FF&E.
"Van Zandt Certification Deadline" has the meaning ascribed to it in Section 5.A.
"Van Zandt Completion Date" means the date as of which Substantial Completion
of the Van Zandt Required Improvements has been achieved.
"Van Zandt Completion Deadline" means June 30, 2027.
"Van Zandt Condo" has the meaning ascribed to it in the Recitals.
MASTER DEVELOPMENT AGREEMENT Page 4 of 15
"Van Zandt Garage" has the meaning ascribed to it in the Recitals.
"Van Zandt Site" has the meaning ascribed to it in the Recitals.
"Van Zandt Required Improvements" has the meaning ascribed to it in the
Recitals.
3. DEVELOPMENT OF SITES
A. Construction of the Required Improvements.
(i) Van Zandt Site. On or before the Van Zandt Completion Deadline,
Developer must (1) Substantially Complete the Van Zandt Required Improvements
and (2) expend or cause to be expended at least $145,000,000 in Total Construction
Costs for the Van Zandt Required Improvements, of which (i) at least $90,000,000
must be expended on Hard Construction Costs.
(ii) One Universitv Site. On or before the One University Completion
Deadline, Developer must (1) Substantially Complete the One University Required
Improvements and (2) expend or cause to be expended at least $255,000,000 in
Total Construction Costs for the Van Zandt Required Improvements, of which (i)
at least $155,000,000 must be expended on Hard Construction Costs.
(iii) Developer must expend or caused to be expended at least 15% of
Hard and Soft Construction Costs with Business Equity Firms on the Van Zandt
Site by the Van Zandt Completion Deadline and on the One University Site by the
One University Completion Deadline, respectively ("BEF Construction Spending
Commitment").
4. CONVEYANCE OF PARKING GARAGES
A. Convevance of Parking Garages. Within ninety (90) days following
Substantial Completion of the Van Zandt Required Improvements and the One University
Required Improvements, as applicable, Developer will create the Van Zandt Condominium and
One University Condominium and convey or ensure the conveyance to the City of the Parking
Garages. The Condominiums will be created in accordance with terms to be agreed to by the
Parties, and any proposed Condominium Declaration ("Declaration(s)") must be submitted to the
City for review and approval.
B. Options to Purchase and Put. The conveyance documents for the Parking
Garages will include, among other things, options to purchase in favor of the Developer and put
options in favor of the City.
(i) Options to Purchase. The Developer will have the right to purchase
each of the Parking Garages after Substantial Completion of each of the respective
Required Improvements ("Parldng Garages Purchase Options").
MASTER DEVELOPMENT AGREEMENT Page 5 of 15
(ii) Put Options. On or after the 15th year after Substantial Completion
of each of the respective Parking Garages, the City will have the right to put each
of the Parking Garages to Developer ("Parking Garages Put Options").
(iii) Purchase Price.
1. If the Developer or City exercises either of their respective options
set forth above, then the purchase price for each of the Parking
Garages will equal the sum of subsections (a) and (b) below
("Parking Garages Purchase Price"):
(a) The greater of (i) the fair market value of the applicable
Parking Garages or (ii) $100. Fair market value will be
determined by an appraisal from an independent third -party
appraiser obtained by the City and approved by Developer
("Fair Market Value").
(i) Any difference between the Fair Market Value and
$100 will be credited or paid to Developer by City as
a separate, standalone economic development
program grant ("Parking Garages Grant"), such
that Developer's out-of-pocket cost for each of the
Parking Garages is a maximum of $100, plus the
amount set forth below in Section 4(13)(iii)(1)(b). In
the event that Fair Market Value of each of the
Parking Garages is less than $100, the City will not
owe such difference to Developer.
(b) The difference between the (i) total amount of Annual
Grants paid by the City and (ii) eighty-five percent (85%) of
the combined incremental revenues from the City's ad
valorem taxes and 1 % City sales tax from the Site on which
the individual Parking Garages are located up to the year in
which the City conveys the applicable Parking Garage
pursuant to the Parking Garages Purchase Options and the
Parking Garages Put Options. If the sum difference between
(i) and (ii) is a positive amount, then the resulting balance
will be added to the Parking Garages Purchase Price and will
not be included as part of the Parking Garages Grant.
However, if the sum difference between (i) and (ii) is a
negative amount, then the resulting number will not be
included in the Parking Garages Purchase Price.
(i) For purposes of calculating the incremental tax
revenues from the Sites, the base year will be 2023.
MASTER DEVELOPMENT AGREEMENT Page 6 of 15
ANNUAL GRANTS.
A. Completion Conditions.
(i) Van Zandt. No later than one hundred twenty (120) days from the
date the City receives from Developer a final and complete notice of Substantial
Completion of the Van Zandt Required Improvements ("Van Zandt Certification
Deadline"), the City will issue Developer a certificate to certify whether the
Developer has (a) Substantially Completed all of the Van Zandt Required
Improvements; (b) met the applicable BEF Construction Spending Commitment;
(c) created the Van Zandt Condo through the adoption of one or more Declarations;
and (d) met all other applicable terms and conditions set forth in any related
agreements between the Parties, including, without limitations, the 380 Agreement
(collectively, "Van Zandt Required Improvements Completion Conditions").
(ii) One University. No later than one hundred twenty (120) days from
the date the City receives from Developer a final and complete notice of Substantial
Completion of the One University Required Improvements ("One University
Certification Deadline"), the City will issue Developer a certificate to certify
whether the Developer has (a) Substantially Completed all of the One University
Required Improvements; (b) met the applicable BEF Construction Spending
Commitment; (c) created the One University Condo through the adoption of one or
more Declarations; and (d) met all other applicable terms and conditions set forth
in any related agreements between the Parties, including, without limitations, the
380 Agreement (collectively, "One University Required Improvements
Completion Conditions").
B. Annual Grants. If the Developer has met all of the Van Zandt Required
Improvements Completion Conditions in a timely manner, then the Developer will be entitled to
receive fifteen (15) Annual Grants of $745,125.00 each for a total amount not to exceed
$11,176,881.00. If the Developer has met all of the One University Required Improvements
Completion Conditions in a timely manner, then the Developer will be entitled to receive fifteen
(15) Annual Grants of $1,310,392.00 each for a total amount not to exceed $19,655,894.00. The
first year in which the Developer will be eligible to receive an Annual Grant is the 2027 tax year.
(i) If the Developer fails to meet the BEF Construction Spending
Commitment, this will not be a default under this Agreement or the 380 Agreement,
but the Annual Grant will be reduced by an aggregate of ten percent (10%).
6. OPERATIONS AND MAINTENANCE AGREEEMNT.
A. Operations and Maintenance Agreement. Contemporaneously with the
conveyance of each of the applicable Parking Garages, the City and Developer will enter into an
Operations and Maintenance Agreement for each of the Parking Garages, as applicable ("O&M
Agreement").
MASTER DEVELOPMENT AGREEMENT Page 7 of 15
(i) Term. The term of the O&M Agreement will be coterminous with
the 380 Agreement.
(ii) Fees. City will not be obligated, at any time, to pay Developer any
fees or payments with respect to the O&M Agreement. However, the Developer
will pay the City an annual amount equal to 50% of any net parking revenues.
(iii) Parkine Garages. The Developer will be responsible for any and
all costs and activities associated with the maintenance and operation of the Parking
Garages.
(iv) Spaces. The spaces within the Parking Garages allocated to the
office component must be available for use by the public during non -business
hours, with the understanding that Developer may charge an hourly parking fee.
7. DEFAULTS: REMEDIES. TERMINATION.
A. Events of Default. Except as may be agreed to otherwise in this Agreement
or a related Agreement for the Required Improvements (including, but not limited to, 380
Agreements and O&M Agreement), a Party will be in default if any of the following events
("Event of Default") occurs:
(i) The failure on the part of the Party to pay an amount when due and
owing under this Agreement and the continuation of such failure for thirty (30) days
after written notice has been provided in accordance with this Agreement; and
(ii) Any other breach of any covenant or provision of this Agreement
for which the non -breaching Party has given written notice and for which the
breaching Party has, within 30 days of such notice, not either (i) effected a cure or
(ii) commenced to remove or cure such breach and is diligently pursuing same.
B. Termination Risht in Favor of Developer. In the event Developer (a)
elects not to move forward with one or both of the Developments contemplated herein as a result
of (i) issues discovered after the date hereof with respect to the feasibility of the Development on
the Sites, (ii) costs of the Required Improvements, or (iii) Developer's failure to obtain necessary
financing for the Development(s) and Developer notifies the City in writing of its decision to not
move forward with one or both of the Developments, then Developer will have the option, in its
reasonable discretion, to terminate, or partially terminate as to the Development that Developer
elects not to move forward, this Agreement and all other agreements arising from this Agreement,
without the payment of a fee or penalty and without the expectation that Developer will be entitled
to any remuneration from the City for any costs or expenses incurred by Developer related in any
way to the Development, the same being specifically waived and released by the Developer.
8. MISCELLANEOUS.
A. During the term of this Agreement and the 380 Agreement, Developer will
not actively solicit for relocation to the Sites any office tenant that is then located within the
corporate boundaries of the City of Fort Worth. This excludes instances of direct inquiry to
MASTER DEVELOPMENT AGREEMENT Page 8 of 15
Developer by such tenants and any referral of such tenants to Developer by outside agencies or
other organizations. Developer will employ a good faith effort to promote for lease its available
office space to prospective tenants that are located outside of the corporate boundaries of the City
of Fort Worth.
B. During the term of this Agreement and the 380 Agreement, Developer will
not lease any retail space to a freestanding bar or nightclub (defined as a facility selling only
alcohol beverages). This commitment will not apply to any other form of alcohol service or bar
that is physically located within or operated in direct association with any hotel or restaurant that
is located on the Sites.
9. ASSIGNMENT OF AGREEMENT.
A. Developer may not sell, assign, transfer, or otherwise convey any of its
rights or obligations under this Agreement, either in whole or in part, prior to the One University
Completion Date or Van Zandt Completion Date, as applicable, except to an Affiliate of
Developer; provided, however. Developer may collaterally assign this Agreement to any
mortgagee.
B. After the One University Completion Date or Van Zandt Completion Date,
as applicable, Developer may assign, transfer, or otherwise convey any of its rights or obligations
under this Agreement, either in whole or in part, to any entity that acquires all or a portion of the
Sites without the consent of the City; for all other assignments, the consent of City is required,
such consent not to be unreasonably withheld, conditioned or delayed.
C. Notwithstanding anything to the contrary, any assignment expressly
requiring City's consent will require the execution of a consent to assignment between Developer,
its assignee, and City, which consent will not be unreasonably withheld, conditioned or delayed.
Such consent may be granted administratively by City.
10. NOTICES.
All written notices called for or required by this Agreement must be addressed to
the following, or such other party or address as either party designates in writing, by certified mail,
postage prepaid, electronic transmittal or by hand delivery:
City:
City of Fort Worth
Attn: City Manager
200 Texas Street
Fort Worth, TX 76102
Developer:
Goldenrod Services, LLC
Attn: Zachary Wiegert
14606 Branch Street, Suite 100
Omaha, NE 68154
MASTER DEVELOPMENT AGREEMENT Page 9 of 15
with copies to: with copies to:
City Attorney at the same address Goldenrod Companies
Attn: Kendra Ringenberg
14606 Branch Street, Suite 100
Omaha, NE 68154
and the following:
City of Fort Worth
Attn: Director
Economic Development Department
1150 South Freeway 7550
Fort Worth, TX 76104
11. GENERAL.
A. Rule of Construction. The City and Developer acknowledge that each has
reviewed and revised this Agreement and agree that the normal rules of construction to the effect
that any ambiguities are to be resolved against the drafting party will not be employed in the
interpretation of this Agreement or any amendments or exhibits hereto.
B. Authority. Each person executing this Agreement, by execution hereof,
represents and warrants that he or she is fully authorized to do so, and that no further action or
consent on the part of the party for whom he or she is acting is required to the effectiveness and
enforceability of this Agreement against such party following such execution.
C. Counterparts. This Agreement may be executed in any number of
counterparts, each of which will for all purposes be deemed to be an original, and all of which are
identical.
D. Applicable Law, Place of Performance. THIS AGREEMENT WILL BE
CONSTRUED UNDER AND IN ACCORDANCE WITH THE LAWS OF THE STATE OF
TEXAS. ALL OF THE OBLIGATIONS CONTAINED HEREIN ARE PERFORMABLE IN
TARRANT COUNTY, TEXAS.
E. Venue. Venue of any action brought under this Agreement will be in state
courts located in Tarrant County, Texas or the United States District Court for the Northern District
of Texas, Fort Worth Division.
F. Entire Agreement. This Agreement constitutes the entire agreement
between the City and Developer as to the specific matters contained herein, and there are no other
covenants, agreements, promises, terms, provisions, conditions, undertakings, or understandings,
either oral or written, between them other than those set forth in this Agreement, the 380
Agreement or any applicable agreement related to the Development between the Parties. No
subsequent alteration, amendment, change, deletion or addition to this Agreement shall be binding
upon the City and Developer unless in writing and signed by both the City and Developer.
MASTER DEVELOPMENT AGREEMENT Page 10 of 15
G. Readings. The headings, captions, numbering system, etc, are inserted
only as a matter of convenience and may under no circumstances be considered in interpreting the
provisions of this Agreement.
H. Binding Effect. All of the provisions of this Agreement are hereby made
binding upon the successors, legal representatives, and assigns of both parties hereto.
I. Severabilitv. If any clause or provision of this Agreement is or becomes
illegal, invalid or unenforceable because of present or future laws or any rule or regulation of any
governmental body or entity, the intention of the parties hereto is that the remaining parts of this
Agreement shall not be affected thereby.
J. Governmental Powers. By execution of this Agreement, the City does not
waive any of its governmental powers or immunities.
K. Third Partv Beneficiaries. Nothing contained in this Agreement will be
construed so as to confer upon any other party the rights of a third -party beneficiary except rights
contained herein for the benefit of any mortgagee of the Development.
L. Compliance with Laws, Ordinances, Rules, and Regulations. This
Agreement will be subject to all applicable federal, state and local laws, ordinances, rules and
regulations, including, but not limited to, all provisions of the City's Charter and ordinances, as
amended.
M. 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.
N. 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.
O. 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.
P. Prohibition on Bovcottina Energv Companies. Developer acknowledges
that, in accordance with Chapter 2276 of the Texas Government Code, the City is prohibited from
entering into a contract for goods or services that has a value of $100,000 or more that is to be paid
wholly or partly from public funds of the City with a company with 10 or more full-time employees
unless the contract contains a written verification from the company that it: (1) does not boycott
energy companies; and (2) will not boycott energy companies during the term of the contract. To
the extent that Chapter 2276 of the Government Code is applicable to this Agreement, by signing
this Agreement, Developer certifies that Developer's signature provides written verification to the
MASTER DEVELOPMENT AGREEMENT Page ll of 15
City that Developer: (1) does not boycott energy companies; and (2) will not boycott energy
companies during the term of this Agreement.
Q. Prohibition on Discrimination Against Firearm and Ammunition
Industries. Developer acknowledges that except as otherwise provided by Chapter 2274 of the
Texas Government Code, the City is prohibited from entering into a contract for goods or services
that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the
City with a company with 10 or more full-time employees unless the contract contains a written
verification from the Developer that it: (1) does not have a practice, policy, guidance, or directive
that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate
during the term of the contract against a firearm entity or firearm trade association. To the extent
that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this
Agreement, Developer certifies that Contractor's signature provides written verification to the City
that Developer: (1) does not have a practice, policy, guidance, or directive that discriminates
against a firearm entity or firearm trade association; and (2) will not discriminate against a firearm
entity or firearm trade association during the term of this Agreement.
R. No Bovcott of Israel. If Developer has fewer than 10 employees or this
Agreement is for less than $100,000, this section does not apply. Developer acknowledges that in
accordance with Chapter 2271 of the Texas Government Code, the City is prohibited from entering
into a contract with a Developer for goods or services unless the contract contains a written
verification from the Developer that it: (1) does not boycott Israel; and (2) will not boycott Israel
during the term of the contract. The terms "boycott Israel" and "company" has the meanings
ascribed to those terms in Section 2271 of the Texas Government Code. By signing this
Agreement, Developer certifies that Developer's signature provides written verification to the City
that Developer: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the
Agreement.
[The remainder of this page is intentionally left blank; signature pages to follow.]
MASTER DEVELOPMENT AGREEMENT Page 12 of 15
IN WITNESS HEREOF, the parties hereto have executed this Agreement to be effective
as of the date of the last signature of the parties.
City of Fort Worth:
By: William Johnson (O t3,202410:19CDT)
William Johnson
Assistant City Manager
Date: Oct 3, 2024
Goldenrod Services, LLC,
A Nebraska limited liabili company
N . Za har� A. Wiegert /
Date_ Ao B 11 Ix I� W
1
FOR CITY OF FORT WORTH INTERNAL PROCESSES:
Approval Recommended: Contract Compliance Manager:
By signing I acknowledge that I am the person
responsible for the monitoring and administration of this
contract, including ensuring all performance and reporting
By:RobeAug 28, 202417:30 CDT) requirements.
Name: Robert Sturns
Title: Director, Economic Development
'M—4-11/--+�y
By. Michael Hen nig/AjIg 28, 203417:02 CDT)
Approved as to Form and Legality: Name: Michael Hennig
Title: Manager, Economic Development
c��i 9 .d 40naLy
Bye City Secretary: pFFoRt��dd
Od
Name: Tyler F. Wallach
Title: Assistant City Attorney p°d * nE�o
Aq dQa45.Ogo'`
John Strong, in place of Tyler
By. n
Contract Authorization: Name: Jannette Goodall
M&C: 23-0857 (October 17, 2023) Title: City Secretary
Form 1295:2023-1071900
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
MASTER DEVELOPMENT AGREEMENT Page 13 of 15
Exhibit B
Form of 380 Grant Agreement
MASTER DEVELOPMENT AGREEMENT Page 15 of 15
ECONOMIC DEVELOPMENT PROGRAM AGREEMENT
This Economic Development Program Agreement ("Agreement") is entered into by and
between the City of Fort Worth ("City"), a home rule municipality organized under the laws of the
State of Texas, and Goldenrod Services, LLC, a Nebraska limited liability company or an Affiliate
("Developer").
RECITALS
City and Developer hereby agree that the following statements are true and correct and
constitute the basis upon which the City and Developer have entered into this Agreement:
A. Developer is a national real estate development company focused on projects in
growing markets with the central United States and has participated in dozens of mixed -use
projects and public -private partnerships.
B. Developer intends to develop the northwest corner of West Seventh Street and Foch
Street ("Van Zandt Site"), as more specifically described in Exhibit "A".
C. At a minimum, the Developer will expend or caused to be expended at least $145
million in Construction Costs on the Van Zandt Site as follows: (i) 95,000 square feet of new
office space; (ii) 10,000 square feet of new retail space; (iii) 226 new multi -family units; (iv) 500
space parking garage ("Van Zandt Garage"); and (v) certain other improvements that are necessary
to physically and functionally serve and support the construction and operation of the Van Zandt
Site ("Required Improvements").
D. Upon Substantial Completion of the Required Improvements, Developer, as
declarant, will establish (or cause an Affiliate to establish) a condominium regime of ownership
for the Van Zandt Garage ("Condominium") to the City.
E. The Required Improvements and Developer's operations thereon 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.
F. As recommended by the City's 2023 Comprehensive Plan, adopted by the City
Council pursuant to Ordinance No. 26050-03-2023 ("Comprehensive Plan"), and in accordance
with the City of Fort Worth's Economic Development Program Policy ("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 ("3 80 Program").
EDPA between City of Font Worth and Goldenrod Services 1 of 13
G. The feasibility of the proposed Required Improvements described herein is
contingent on Developer's receipt of the Program Grants, as provided in this Agreement.
H. The development and use of the Required Improvements will benefit and stimulate
the local economy and that the 380 Program is an appropriate means to achieve this project.
I. 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.
J. This Agreement is authorized by Chapter 380 of the Texas Local Goverrnnent
Code.
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 Developer
hereby agree, that the recitals set forth above are -true and correct and form the basis upon which
the parties have entered into this Agreement.
2. Definitions. In addition to other terms defined in the body of this Agreement, the
following terms will have the definitions ascribed to them as follows:
380 Program has the meaning ascribed to it in the Recitals.
Affiliate means all entities, incorporated or otherwise, under common control with,
controlled by or controlling the Developer. For purposes of this definition, "control" means more
than fifty percent (50%) of the ownership determined by either value or vote.
Business Eauitv 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.
Completion Date means the date as of which all of the Required Improvements have been
completed and all occupiable space within the Required Improvements has received a temporary
or permanent certificate of occupancy.
Completion Deadline means June 30, 2027.
Comptroller means the Texas Comptroller for Public Accounts.
Construction Costs means the aggregate of Hard Construction Costs and the following
costs directly expended for the Required Improvements: engineering fees; architectural and design
fees; real estate commissions; costs of third -party consultants, including attorneys and
environmental consultants; developer fees; zoning fees; insurance and taxes directly related to the
EDPA between City of Fort Worth and Goldenrod Services 2 of 13
construction of the Required Improvements; and financing costs, including capitalized interest and
FF&E. For removal of doubt, property acquisition costs do not constitute "Construction Costs."
Director means the director of the City's Economic Development Department or that
person's authorized designee.
Hard Construction Costs means the aggregate of the payments to the general contractor for
the construction of the Required Improvements, including general contractor's and its
subcontractors' direct costs and fees and general contractor's and its subcontractors' Soft
Construction Costs. However, "Hard Construction Costs" excludes (i) utility infrastructure costs,
and (ii) any "Hard Cost Contingency" under the general contractor construction contract to the
extent not allocated to the general contractor as of the Completion Date.
Program Can means eleven million one hundred seventy-six thousand eight hundred
eighty-one dollars and 00/100 ($11,176,881.00), which is the aggregate amount of Program Grants
that the City is obligated to pay under this Agreement
Program Grants means the annual economic development grants in the amount of seven
hundred forty-five thousand, one hundred twenty-five dollars and 00/100 ($745,125.00) paid by
the City to Developer in accordance with this Agreement and as part of the 380 Program.
Second Operatina Year means the twelve-month period starting on the first June 1
following the date in which the Completion Date occurred (for illustration purposes only, (i) if the
Completion Date occurs on May 15, 2027, then the Second Operating Year would be June 1, 2027
to May 31, 2028 and if the Completion Date occurs on June 15, 2027, then the Second Operating
Year would be June 1, 2028 to May 31, 2029).
Twelve -Month Period means the period between January 1 of a given year and December
31 of the following year.
3. Term. This Agreement will be effective as of , 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. Developer Obligations and Commitments.
a. Use of Development Site. From the Completion Date until expiration of the
Term of this Agreement, Developer must maintain the Van Zandt Site in a form and of a
use generally consistent with and satisfying the minimum commitments of the Required
Improvements.
b. Required Improvements. By the Completion Date, Developer must expend
or cause to be expended at least one hundred forty-five million dollars and 00/100
($145,000,000.00) in Hard Construction Costs on the Required Improvements for the Van
EDPA between City of Fort Worth and Goldenrod Services 3 of 13
Zandt Site. The Completion Date must occur on or before the Completion Deadline
(collectively, "Real Property Commitment").
C. BEF Commitment. On or before the Completion Date, Developer must
expend or cause to be expended at least fifteen percent (15%) of all Construction Costs for
the Required Improvements with BEFs, regardless of the total amount of such Construction
Costs (`BEF Construction Spending Commitment").
d. Reports.
i. Ouarterly Reports. From the Effective Date until the Completion
Date, Developer must provide the Director with a calendar -year, quarterly report in
a form reasonably acceptable to the Director that specifically outlines (i) the then -
current aggregate Construction Costs expended for the Required Improvements;
and (ii) the then -current aggregate Construction Costs expended with BEFs for the
Required Improvements.
I Final Construction Report. Within sixty (60) calendar days
following the Completion Date, in order for the City to assess whether the Real
Property Commitment and the applicable BEF Construction Spending
Commitment have been met, Developer must provide the Director with a report in
a form reasonably acceptable to the Director that specifically outlines (i) the total
Construction Costs expended or caused to be expended for the Required
Improvements as of the Completion Date and (ii) the total Construction Costs
expended or caused to be expended with BEFs for the Required Improvements as
of the Completion Date, together with supporting invoices and other documents
necessary to demonstrate that such amounts were actually paid, including, without
limitation, final lien waivers signed by the general contractor for the Required
Improvements.
iii. Performance by Affiliates. The City will accept performance of any
obligations set forth in this Section by an Affiliate of Developer, with the
understanding that Developer will be responsible for preparing and providing all
reports required hereunder, including the assembly of and access by the City to any
data or information of an Affiliate that is reflected in any such report.
iv. Additional Information. Developer agrees to provide the City with
any additional information that the Director may reasonably require to ascertain
Developer's compliance with this Agreement and to assist the City in properly
calculating Program Grants payable in accordance with this Agreement.
e. At no time during the term of the Agreement shall any Officer or employee
of Developer actively solicit for relocation to the Van Zandt Site any office tenant that is
then located within the corporate boundaries of the City of Fort Worth. For avoidance of
doubt, this requirement shall exclude instances of direct inquiry to Developer by such
tenants and shall exclude any referral of such tenants to Developer by outside agencies or
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other organizations. Developer will employ a good faith effort to promote for lease its
available office space to prospective tenants that are located outside of the City of Fort
Worth. Although the City may, on a case by case basis and at its sole discretion, consider
offering separate incentives to a prospective tenant to secure their relocation to Fort Worth,
at no time will any such incentives be based on the incremental property or sales taxes
generated by the Required Improvements.
f. Inspections of Van Zandt Site. Subject to the right of any tenants or
occupants of the improvements on the Van Zandt Site, at any time during Developer's
normal business hours throughout the Tenn and following reasonable advance notice to
Developer (but no more frequently than two times per calendar year), the City will have
the right to inspect and evaluate the Van Zandt Site and any improvements thereon,
including the Required Improvements, and Developer must provide reasonable access to
the same, in order for the City to monitor compliance with the terms and conditions of this
Agreement. Developer will reasonably cooperate with the City during any such inspection
and evaluation. Notwithstanding the foregoing, Developer will have the right to require
that any representative of the City be escorted by a representative or security personnel of
Developer during any such inspection and evaluation.
g. Audits. The City will have the right, at its expense, to audit (i) the financial
and business records of Developer or any Affiliate that directly relate to Construction Costs
expended for the Required Improvements for a period of three (3) years after the
Completion Date and (ii) any other documents necessary to evaluate Developer's
compliance with this Agreement or with the commitments set forth in this Agreement
during the Term of this Agreement and for a period of three (3) years thereafter
(collectively "Records"). Developer must make all Records available to the City on the
Van Zandt Site or at another location in the City with reasonable advance notice that is
acceptable to both parties. Developer will otherwise reasonably cooperate with the City
during any audit assuming that reasonable advance notice acceptable to both parties has
been provided. This section will survive the expiration or early termination of this
Agreement.
5. Certificate of Completion. Within ninety (90) calendar days following receipt by
the City of the final construction spending report for the Required Improvements and assessment
by the City of the information contained therein, if the City is able to verify attainment of the Real
Property Commitment, the Director will issue Developer a certificate stating the amount of
Construction Costs expended for the Required Improvements and the amount of Construction
Costs expended specifically with BEFs ("Certificate of Completion"). The Certificate of
Completion will serve as the basis for determining the extent to which the BEFs Construction
Spending Commitment was met.
6. Prop -ram Grants.
a. Generallv.
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i. As more specifically set forth herein, if the Developer meets the
Real Property Commitment in a timely manner, Developer will be entitled to
receive fifteen (15) annual Program Grants, payment of which will begin in the
Second Operating Year.
ii. Notwithstanding anything to the contrary herein, aggregate program
grants payable under this Agreement will be subject to and will not exceed the
applicable Program Cap.
1. Van Zandt Garage Grant. If Developer exercises its option to
purchase the Van Zandt Garage contained in a separate Purchase and
Sale Agreement between the parties and there is a difference
between the fair market value of the Van Zandt Garage and $100,
such difference will be credited or paid to Developer by City as an
economic development program grant ("Van Zandt Garage Grant").
The Van Zandt Garage Grant will not count toward the Program
Cap.
b. Non-apnronriation of Funds. In the event no funds or insufficient funds are
appropriated by City in any fiscal period for any payments due hereunder, City will notify
Vendor of such occurrence and this Agreement shall terminate on the last day of the fiscal
period for which appropriations were received without penalty or expense to City of any
kind whatsoever, except as to the portions of the payments herein agreed upon for which
funds have been appropriated.
C. Program Can. If, in any Program Year, the amount of the Program Grant
calculated in accordance with this Agreement would cause aggregate Program Grants paid
by the City to exceed the Program Cap, the amount of the Program Grant payable in that
Program Year will be limited to equal only the difference between the aggregate amount
of all Program Grants previously paid and the Program Cap amount, in which case, upon
payment of such Program Grant, this Agreement will expire automatically.
d. Deadline for Pavments and Source of Funds.
i. The first Program Grant payable hereunder will be paid by the City
on or before first day of the Second Operating Year.
ii. Each subsequent annual Program Grant payment will be made by
the City to Developer on or before June 1 of the year in which such payment is due.
iii. It is understood and agreed that all Program Grants paid pursuant to
this Agreement will come from currently available general revenues of the City and
not directly from ad valorem taxes on the Van Zandt Site or improvements thereon
that are received by the City.
EDPA between City of Fort Worth and Goldenrod Services 6 of 13
iv. Developer understands and agrees that any revenues of the City
other than those dedicated for payment of a given annual Program Grant pursuant
to and in accordance with this Agreement may be used by the City for any lawful
purpose that the City deems necessary in the carrying out of its business as a home -
rule municipality and will not serve as the basis for calculating the amount of any
future Program Grant or other obligation to Developer.
7, Default, Termination, and Failure by Developer to Meet Deadlines and
Commitments.
a. Failure to Meet Real Property Commitment. Notwithstanding anything to
the contrary herein, the City will have the right to terminate this Agreement upon provision
of written notice to Developer, without further obligation to Developer hereunder, if the
Real Property Commitment has not been met. Upon written notice, Developer will have 90
days after receipt of written notice from the City to meet the obligations under the Real
Property Commitment, as applicable, or this Agreement will be terminated.
b. Failure to Meet BEF Construction SDendina Commitment. If the Developer
fails to meet the BEF Construction Spending Commitment such failure does not give the
City the right to terminate this Agreement, but, rather, will only cause a reduction
proportionate to the percentage by which the Developer failed to meet the BEF
Construction Spending Commitment; provided, however, such proportionate reduction of
the 380 Grant payments shall be capped at ten percent (10%) of the annual Program Grant
in the aggregate.
C. Failure to Use Van Zandt Site for the Proiect. If Developer fails to maintain
the Van Zandt Site in a form and of a use generally consistent with and satisfying the
minimum commitments of the Required Improvements for more than thirty (30)
consecutive calendar days at any time during the Term of this Agreement for any reason
(other than on account of Developer's temporary displacement caused by a casualty to such
location and resulting ongoing repairs or restoration to that location necessitated by such
casualty), Developer will be in default under this Agreement and the City will have the
right to terminate this Agreement following provision of notice and opportunity to cure in
accordance with Section.
d. Failure to Submit ReDorts. If Developer fails to submit any report required
by and in accordance with this Agreement, the City's obligation to pay any Program Grants
at the time, if any, will be suspended until Developer has provided all required reports;
provided, however, that if any report required hereunder is delinquent by more than one
(1) year, the City will have the right to terminate this Agreement following provision of
notice and opportunity to cure in accordance with this Section.
e. General Breach. Unless stated elsewhere in this Agreement, Developer will
be in default under this Agreement if Developer breaches any term or condition of this
Agreement. In the event that such breach remains uncured after thirty (30) calendar days
following receipt of written notice from the City referencing this Agreement (or, if
EDPA between City of Fort Worth and Goldenrod Services 7 of 13
Developer has diligently and continuously attempted to cure following receipt of such
written notice but reasonably requires more than thirty (30) calendar days to cure, then
such additional amount of time as is reasonably 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 Developer.
f. Knowing Emblovrnent of Undocumented Workers.
i. Developer 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. Developer hereby certifies thatDeveloper, and any branches, divisions,
or departments of Developer, does not and will not knowingly employ an
undocumented worker, as that term is defined by Section 2264.001(4) of the
Texas Government Code. In the event that Developer, or any branch, division,
or department of Developer, is convicted of a violation under 8 U.S.C. Section
1324a(fl (relating to federal criminal penalties and injunctions for a pattern or
practice of employing unauthorized aliens):
I . if such conviction occurs during the Term of this Agreement, this
Agreement will terminate contemporaneously upon such
conviction (subject to any appellate rights that may lawfully be
available to and exercised by Developer), and Developer 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 Developer hereunder, if any, plus
Simple Interest at a rate of four percent (4016) per annum; or
2. if such conviction occurs after expiration or termination of this
Agreement based on conduct that occurred during the term of this
Agreement, subject to any appellate rights that may lawfully be
available to and exercised by Developer, Developer 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 Developer hereunder, if any, plus
Simple Interest at a rate of four percent (4%) per annum.
ii. 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 8.6 does not
apply to convictions of any subsidiary or affiliate entity of Developer, by any
EDPA between City of Fort Worth and Goldenrod Services 8 of 13
franchisees of Developer, or by a person or entity with whom Developer contracts.
Notwithstanding anything to the contrary herein, this Section 8.6 will survive the
expiration or termination of this Agreement.
8. Independent Contractor. It is expressly understood and agreed that Developer will
operate as an independent contractor in each and every respect hereunder and not as an agent,
representative or employee of the City. Developer will have the exclusive right to control all
details and day-to-day operations relative to the Required Improvements and the Van Zandt Site
and any improvements thereon and will be solely responsible for the acts and omissions of its
officers, agents, servants, employees, contractors, subcontractors, licensees and invitees.
Developer acknowledges that the doctrine of respondeat superior will not apply as between the
City and Developer, its officers, agents, servants, employees, contractors, subcontractors,
licensees, and invitees. Developer further agrees that nothing in this Agreement will be construed
as the creation of a partnership or joint enterprise between the City and Developer.
9. INDEMNIFICATION.' DEVELOPER, AT NO COST TO THE CITY, AGREES
TO DEFEND, INDEMNIFY, AND HOLD THE CITY, ITS OFFICERS, AGENTS,
SERVANTS, REPRESENTATIVES, AND EMPLOYEES, HARMLESS AGAINST ANYAND
ALL CLAIMS, LAWSUITS, ACTIONS, COSTS AND EXPENSES OF ANY KIND,
INCLUDING, BUT NOT LIMITED TO, THOSE FOR PROPERTY DAMAGE OR LOSS
(INCLUDING ALLEGED DAMAGE OR LOSS TO DEVELOPER'S BUSINESS AND ANY
RESULTING LOST PROFITS) AND PERSONAL INJURY, INCLUDING, BUT NOT
LIMITED TO, DEATH, THAT MAY RELATE TO, ARISE OUT OF OR BE OCCASIONED
BY (i) DEVELOPER'S BREACH OF ANY OF THE TERMS OR PROVISIONS OF THIS
AGREEMENT OR (ii) ANY NEGLIGENT ACT OR OMISSION OR INTENTIONAL
MISCONDUCT OF DEVELOPER, ITS OFFICERS, AGENTS, ASSOCIATES,
EMPLOYEES, CONTRACTORS (OTHER THAN THE CITY) OR SUBCONTRACTORS,
RELATED TO THE VAN ZANDT SITE, OR ANY IMPROVEMENTS THEREON,
INCLUDING THEREQUIRED IMPROVEMENTS, OR ANY OTHER NEGLIGENTACT OR
OMISSION OF THE DEVELOPER THAT IS RELATED TO THE PERFORMANCE OF
THIS AGREEMENT. THE DEVELOPER HAS NO INDEMNIFICATION OBLIGATION
BEYOND THAT WHICH IS SET FORTH IN CATEGORIES (i) AND (ii) ABOVE. BY WAY
OF EXAMPLE, THE DEVELOPER HAS NO DUTY TO INDEMNIFY THE CITY, ITS
OFFICERS, AGENTS, SERVANTS, REPRESENTATIVES OR EMPLOYEES FOR ANY
NEGLIGENTACT OR OMISSION OR INTENTIONAL MISCONDUCT OF THE CITY, ITS
OFFICERS, AGENTS, SERVANTS, REPRESENTATIVE, OR EMPLOYEES.
10. Notices. All written notices called for or required by this Agreement must be
addressed to the following, or such other party or address as either party designates in writing, by
certified mail, postage prepaid, electronic transmittal or by hand delivery:
City: Developer:
City of Fort Worth Goldenrod Services, LLC
Attn: City Manager Attn: Zachary A. Wiegert
EDPA between City of Fort Worth and Goldenrod Services 9 of 13
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
14606 Branch Street, Suite 100
Omaha, NE 68154
with copies to:
Goldenrod Companies
Attn: Kendra J. Ringenberg
14606 Branch Street, Suite 100
Omaha, NE 68154
kringenberg(& goldenrodcompanies. com
11. Assignment and Successor. Developer may, at any time assign, transfer, or
otherwise convey any of its rights or obligations under this Agreement to an Affiliate without the
approval of the City so long as Developer and the Affiliate first execute an agreement under which
the Affiliate agrees to assume and be bound by all covenants and obligations of Developer under
this Agreement and a copy of such agreement is provided to the City. Otherwise, Developer may
not assign, transfer or otherwise convey any of its rights or obligations under this Agreement to any
other person or entity without the prior consent of the City Council, which consent will not be
unreasonably withheld, conditioned on (i) the prior approval of the assignee or successor and a
finding by the City Council that the proposed assignee or successor is financially capable of
meeting the terms and conditions of this Agreement and (ii) prior execution by the proposed
assignee or successor of a written agreement with the City under which the proposed assignee or
successor agrees to assume and be bound by all covenants and obligations of Developer 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 Developer. Any lawful assignee or successor in interest of Developer of all
rights under this Agreement will be deemed "Developer" for all purposes under this
Agreement. Notwithstanding anything herein to the contrary, Developer may collaterally assign
this Agreement to a mortgagee and, at the request of the Developer, the City agrees to execute a
consent to such collateral assignment in a form and substance reasonably acceptable to the City.
12. Compliance with Laws, Ordinances, Rules, and Regulations. This Agreement will
be subject to all applicable federal, state and local laws, ordinances, rules and regulations,
including, but not limited to, all provisions of the City's Charter and ordinances, as amended.
13. Governmental Powers. It is understood that by execution of this Agreement, the
City does not waive or surrender any of its 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.
EDPA between City of Fort Worth and Goldenrod Services 10 of 13
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-Partv Rights. The provisions and conditions of this Agreement are solely
for the benefit of the City and Developer, and any lawful assign or successor of Developer, and
are not intended to create any rights, contractual or otherwise, to any other person or entity.
17. 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 Developer, and any lawful assign and successor of Developer, as to the
matters contained herein. Any prior or contemporaneous oral or written agreement is hereby
declared null and void to the extent in conflict with any provision of this
Agreement. Notwithstanding anything to the contrary herein, this Agreement 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. 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.
EDPA between City of Fort Worth and Goldenrod Services 1.1 of 13
EXECUTED as of the last date indicated below:
City:
By: William Johnson (Olt 3, 202410:19 CDT)
Name: William Johnson
Title: Assistant City Manager
Date: Oct 3, 2024
Developer:
Goldenrod Services, LLC
By:
Nai
Date:
FOR CITY OF FORT WORTH INTERNAL PROCESSES:
Approval Recommended:
By: Robert Stu ms (Aug 28,202417:30 CDT)
Name: Robert Sturns
Title: Director, Economic Development
Department
Contract Compliance Manager:
By signing I acknowledge that I am the
person responsible for the monitoring and
administration of this contract, including
ensuring all performance and reporting
requirements.
By: Michl Henni g A 28,20 7:02 CDT) ae
Approved as to Form and Legality: Name: Michael Hennig
Title: Fconomic nevelopmPnt ManagaL
By: ? S
Name: John B. Strong
Title: Senior Assistant City Attorney
Contract Authorization:
M&C: NA
City Secretary:
By:
Name: Janette S. Goodall
Title: City Secretary
EDPA between City of Fort Worth and Goldenrod Services 12 of 13
EXHIBIT "A"
Description and Map Depictinu the Van Zandt Site
EDPA between City of Fort Worth and Goldenrod Services Page 13 of 13
ECONOMIC DEVELOPMENT PROGRAM AGREEMENT
This Economic Development Program Agreement ("Agreement") is entered into by and
between the City of Fort Worth ("City"), a home rule municipality organized under the laws of the
State of Texas, and Goldenrod Services, LLC, a Nebraska limited liability company or an Affiliate
("Developer").
RECITALS
City and Developer hereby agree that the following statements are true and correct and
constitute the basis upon which the City and Developer have entered into this Agreement:
A. Developer is a national real estate development company focused on projects in
growing markets with the central United States and has participated in dozens of mixed -use
projects and public -private partnerships.
B. Developer intends to develop the northeast corner of University Drive and Bledsoe
Street ("One University Site"), as more specifically described in Exhibit "A".
C. At a minimum, the Developer will expend or caused to be expended at least $255
million in Construction Costs on the One University Site as follows: (i)100,000 square feet of new
office space; (ii) 10,000 square feet of new retail space; (iii) 240 new multi -family units; (iv) 175
room full -service hotel; (v) 744 space parking garage ("One University Garage"); and (vi) certain
other improvements that are necessary to physically and functionally serve and support the
construction and operation of the One University Site ("Required Improvements").
D. Upon Substantial Completion of the Required Improvements, Developer, as
declarant, will establish (or cause an Affiliate to establish) a condominium regime of ownership
for the One University Garage ("Condominium") to the City.
E. The Required Improvements and Developer's operations thereon 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.
F. As recommended by the City's 2023 Comprehensive Plan, adopted by the City
Council pursuant to Ordinance No. 26050-03-2023 ("Comprehensive Plan"), and in accordance
with the City of Fort Worth's Economic Development Program Policy ("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").
EDPA between City of Fort Worth and Goldenrod Services 1 of 13
G. The feasibility of the proposed Required Improvements described herein is
contingent on Developer's receipt of the Program Grants, a provided in this Agreement.
H. The development and use of the Required Improvements will benefit and stimulate
the local economy and that the 380 Program is an appropriate means to achieve this project.
I. 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.
J. This Agreement is authorized by Chapter 380 of the Texas Local Government
Code.
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 Developer
hereby agree, that the recitals set forth above are true and correct and form the basis upon which
the parties have entered into this Agreement.
2. Definitions. In addition to other terms defined in the body of this Agreement, the
following terms will have the definitions ascribed to them as follows:
380 Program has the meaning ascribed to it in the Recitals.
Affiliate means all entities, incorporated or otherwise, under common control with,
controlled by or controlling the Developer. For purposes of this definition, "control" means more
than fifty percent (50%) of the ownership determined by either value or vote.
Business Equity Firm (`BEF") has the meaning assigned to it in the City of Fort Worth's
Business Equity Ordinance (Chapter 20, Article X of the City Code), as amended.
Completion Date means the date as of which all of the Required Improvements have been
completed and all occupiable space within the Required Improvements has received a temporary
or permanent certificate of occupancy.
Completion Deadline means June 30, 2028.
Comptroller means the Texas Comptroller for Public Accounts.
Construction Costs means the aggregate of Hard Construction Costs and the following
costs directly expended for the Required Improvements: engineering fees; architectural and design
fees; real estate commissions; costs of third -party consultants, including attorneys and
environmental consultants; developer fees; zoning fees; insurance and taxes directly related to the
EDPA between City of Fort Worth and Goldenrod Services 2 of 13
construction of the Required Improvements; and financing costs, including capitalized interest and
FF&E. For removal of doubt, property acquisition costs do not constitute "Construction Costs."
Director means the director of the City's Economic Development Department or that
person's authorized designee.
Hard Construction Costs means the aggregate of the payments to the general contractor for
the construction of the Required Improvements, including general contractor's and its
subcontractors' direct costs and fees and general contractor's and its subcontractors' Soft
Construction Costs. However, "Hard Construction Costs" excludes (i) utility infrastructure costs,
and (ii) any "Hard Cost Contingency" under the general contractor construction contract to the
extent not allocated to the general contractor as of the Completion Date.
Program Cab means nineteen million six hundred fifty-five thousand eight hundred ninety-
four dollars and 001100 ($19,655,894.00), which is the aggregate amount of Program Grants that
the City is obligated to pay under this Agreement
Program Grants means the annual economic development grants in the amount of one
million three hundred ten thousand, three hundred ninety-two dollars and 00/100 ($1,310,392.00)
paid by the City to Developer in accordance with this Agreement and as part of the 380 Program,
Second Operating Year means the twelve-month period starting on the first June 1
following the date in which the Completion Date occurred (for illustration purposes only, (i) if the
Completion Date occurs on May 15, 2028, then the Second Operating Year would be June 1, 2028
to May 31, 2029 and if the Completion Date occurs on June 15, 2028, then the Second Operating
Year would be June 1, 2029 to May 31, 2030).
Twelve -Month Period means the period between January 1 of a given year and December
31 of the following year.
3. Term. This Agreement will be effective as of , 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. Developer Obligations and Commitments.
a. Use of Development Site. From the Completion Date until expiration of the
Term of this Agreement, Developer must maintain the One University Site for in a form
and of a use generally consistent with and satisfying the minimum commitments of the
Required Improvements.
b. Required Improvements: By the Completion Date, Developer must expend
or cause to be expended at least one hundred forty-five million dollars and 00/100
($145,000,000.00) in Hard Construction Costs on the Required Improvements for the One
EDPA between City of Fort Worth and Goldenrod Services 3 of 13
University Site. The Completion Date must occur on or before the Completion Deadline
(collectively, "Real Property Commitment").
C. BEF Commitment. On or before the Completion Date, Developer must
expend or cause to be expended at least fifteen percent (15%) of all Construction Costs for
the Required Improvements with BEFs, regardless of the total amount of such Construction
Costs (`BEF Construction Spending Commitment").
d. Reports.
i. Ouarterly Reports. From the Effective Date until the Completion
Date, Developer must provide the Director with a calendar -year, quarterly report in
a form reasonably acceptable to the Director that specifically outlines (i) the then -
current aggregate Construction Costs expended for the Required Irprovements;
and (ii) the then -current aggregate Construction Costs expended with BEFs for the
Required Improvements.
ii. Final Construction Report. Within sixty (60) calendar days
following the Completion Date, in order for the City to assess whether the Real
Property Commitment and the applicable BEF Construction Spending
Commitment have been met, Developer must provide the Director with a report in
a form reasonably acceptable to the Director that specifically outlines (i)-the total
Construction Costs expended or caused to be expended for the Required
Improvements as of the Completion Date and (ii) the total Construction Costs
expended or caused to be expended with BEFs for the Required Improvements as
of the Completion Date, together with supporting invoices and other documents
necessary to demonstrate that such amounts were actually paid, including, without
limitation, final lien waivers signed by the general contractor for the Required
Improvements.
iii. Performance by Affiliates. The City will accept performance of any
obligations set forth in this Section by an Affiliate of Developer, with the
understanding that Developer will be responsible for preparing and providing all
reports required hereunder, including the assembly of and access by the City to any
data or information of an Affiliate that is reflected in any such report.
iv. Additional Information. Developer agrees to provide the City with
any additional information that the Director may reasonably require to ascertain
Developer's compliance with this Agreement and to assist the City in properly
calculating Program Grants payable in accordance with this Agreement.
e. At no time during the term of the Agreement shall any Officer or employee
of Developer actively solicit for relocation to the One University Site any office tenant that
is then located within the corporate boundaries of the City of Fort Worth. For avoidance of
doubt, this requirement shall exclude instances of direct inquiry to Developer by such
tenants and shall exclude any referral of such tenants to Developer by outside agencies or
EDPA between City of Fort Worth and Goldenrod Services 4 of 13
other organizations. Developer will employ a good faith effort to promote for lease its
available office space to prospective tenants that are located outside of the City of Fort
Worth. Although the City may, on a case by case basis and at its sole discretion, consider
offering separate incentives to a prospective tenant to secure their relocation to Fort Worth,
at no time will any such incentives be based on the incremental property or sales taxes
generated by the Required Improvements.
f. Inspections of One Universitv Site. Subject to the right of any tenants or
occupants of the improvements on the One University Site (including, without limitation,
the guests of the hotel, at any time during Developer's normal business hours throughout
the Term and following reasonable advance notice to Developer (but no more frequently
than two times per calendar year), the City will have the right to inspect and evaluate the
One University Site and any improvements thereon, including the Required Improvements,
and Developer must provide reasonable access to the same, in order for the City to monitor
compliance with the terms and conditions of this Agreement. Developer will reasonably
cooperate with the City during any such inspection and evaluation. Notwithstanding the
foregoing, Developer will have the right to require that any representative of the City be
escorted by a representative or security personnel of Developer during any such inspection
and evaluation.
g. Audits. The City will have the right, at its expense, to audit (i) the financial
and business records of Developer or any Affiliate that directly relate to Construction Costs
expended for the Required Improvements for a period of three (3) years after the
Completion Date and (ii) any other documents necessary to evaluate Developer's
compliance with this Agreement or with the commitments set forth in this Agreement
during the Term of this Agreement and for a period of three (3) years thereafter
(collectively "Records"). Developer must make all Records available to the City on the
One University Site or at another location in the City with reasonable advance notice that
is acceptable to both parties. Developer will otherwise reasonably cooperate with the City
during any audit assuming that reasonable advance notice acceptable to both parties has
been provided. This section will survive the expiration or early termination of this
Agreement.
5. Certificate of Completion. Within ninety (90) calendar days following receipt by
the City of the final construction spending report for the Required Improvements and assessment
by the City of the information contained therein, if the City is able to verify attainment of the Real
Property Commitment, the Director will issue Developer a certificate stating the amount of
Construction Costs expended for the Required Improvements and the amount of Construction
Costs expended specifically with BEFs ("Certificate of Completion"). The Certificate of
Completion will serve as the basis for determining the extent to which the BEFs Construction
Spending Commitment was met.
6. Proaram Grants.
a. Generallv.
EDPA between City of Fort Worth and Goldenrod Services 5 of 13
i. As more specifically set forth herein, if the Developer meets the
Real Property Commitment in a timely manner, Developer will be entitled to
receive fifteen (15) annual Program Grants, payment of which will begin in the
Second Operating Year.
ii. Notwithstanding anything to the contrary herein, aggregate program
grants payable under this Agreement will be subject to and will not exceed the
applicable Program Cap.
1. One Universitv Garage Grant. If Developer exercises its option to
purchase the One University Garage contained in a separate
Purchase and Sale Agreement between the parties and there is a
difference between the fair market value of the One University
Garage and $100, such difference will be credited or paid to
Developer by City as an economic development program grant
("One University Garage Grant"). The One University Garage Grant
will not count toward the Program Cap.
b. Non -appropriation of Funds. In the event no fiends or insufficient funds are
appropriated by City in any fiscal period for any payments due hereunder, City will notify
Vendor of such occurrence and this Agreement shall terminate on the last day of the fiscal
period for which appropriations were received without penalty or expense to City of any
kind whatsoever, except as to the portions of the payments herein agreed upon for which
funds have been appropriated.
C. Program Cab. If, in any Program Year, the amount of the Program Grant
calculated in accordance with this Agreement would cause aggregate Program Grants paid
by the City to exceed the Program Cap, the amount of the Program Grant payable in that
Program Year will be limited to equal only the difference between the aggregate amount
of all Program Grants previously paid and the Program Cap amount, in which case, upon
payment of such Program Grant, this Agreement will expire automatically.
d. Deadline for Pavments and Source of Funds.
i. The first Program Grant payable hereunder will be paid by the City
on or before first day of the Second Operating Year.
ii. Each subsequent annual Program Grant payment will be made by
the City to Developer on or before June 1 of the year in which such payment is due.
iii. It is understood and agreed that all Program Grants paid pursuant to
this Agreement will come from currently available general revenues of the City and
not directly from ad valorem taxes on the One University Site or improvements
thereon that are received by the City.
EDPA between City of Fort Worth and Goldenrod Services 6 of 13
iv. Developer understands and agrees that any revenues of the City
other than those dedicated for payment of a given annual Program Grant pursuant
to and in accordance with this Agreement may be used by the City for any lawful
purpose that the City deems necessary in the carrying out of its business as a home -
rule municipality and will not serve as the basis for calculating the amount of any
future Program Grant or other obligation to Developer.
7. Default, Termination, and Failure by Developer to Meet Deadlines and
Commitments.
a. Failure to Meet Real Probertv Commitment. Notwithstanding anything to
the contrary herein, the City will have the right to terminate this Agreement upon provision
of written notice to Developer, without further obligation to Developer hereunder, if the
Real Property Commitment has not been met. Upon written notice, Developer will have 90
days after receipt of written notice from the City to meet the obligations under the Real
Property Commitment, as applicable, or this Agreement will be terminated.
b. Failure to Meet BEF Construction Sbendina Commitment. If the Developer
fails to meet the BEF Construction Spending Commitment such failure does not give the
City the right to terminate this Agreement, but, rather, will only cause a reduction
proportionate to the percentage by which the Developer failed to meet the BEF
Construction Spending Commitment; provided, however, such proportionate reduction of
the 380 Grant payments shall be capped at ten percent (10%) of the annual Program Grant
in the aggregate.
C. Failure to Use One University Site for the Proiect. If Developer fails to
maintain the One University Site in a form and of a use generally consistent with and
satisfying the minimum commitments of the Required Improvements for more than thirty
(30) consecutive calendar days at any time during the Term of this Agreement for any
reason (other than on account of Developer's temporary displacement caused by a casualty
to such location and resulting ongoing repairs or restoration to that location necessitated
by such casualty), Developer will be in default under this Agreement and the City will have
the right to terminate this Agreement following provision of notice and opportunity to cure
in accordance with Section.
d. Failure to Submit Reports. Developer fails to submit any report required by
and in accordance with this Agreement, the City's obligation to pay any Program Grants
at the time, if any, will be suspended until Developer has provided all required reports;
provided, however, that if any report required hereunder is delinquent by more than one
(1) year, the City will have the right to terminate this Agreement following provision of
notice and opportunity to cure in accordance with this Section.
e. General Breach. Unless stated elsewhere in this Agreement, Developer will
be in default under this Agreement if Developer breaches any term or condition of this
Agreement. In the event that such breach remains uncured after thirty (30) calendar days
following receipt of written notice from the City referencing this Agreement (or, if
EDPA between City of Fort Worth and Goldenrod Services 7 of 13
Developer has diligently and continuously attempted to cure following receipt of such
written notice but reasonably requires more than thirty (30) calendar days to cure, then
such additional amount of time as is reasonably 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 Developer.
f. Knowing Emalovment of Undocumented Workers.
i. Developer 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. Developer hereby certifies thatDeveloper, and any branches, divisions,
or departments of Developer, does not and will not knowingly employ an
undocumented worker, as that term is defined by Section 2264.00](4) of the
Texas Government Code. In the event that Developer, or any branch, division,
or department of Developer, is convicted of a violation under 8 U.S.C. Section
1324a(f) (relating to federal criminal penalties and injunctions for a pattern or
practice of employing unauthorized aliens):
1. if such conviction occurs during the Term of this Agreement, this
Agreement will terminate contemporaneously upon such
conviction (subject to any appellate rights that may lawfully be
available to and exercised by Developer), and Developer 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 Developer hereunder, if any, plus
Simple Interest at a rate of four percent (4016) per annum; or
2. if such conviction occurs after expiration or termination of this
Agreement based on conduct that occurred during the term of this
Agreement, subject to any appellate rights that may lawfully be
available to and exercised by Developer, Developer 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 Developer hereunder, if any, plus
Simple Interest at a rate of four percent (4%) per annum.
ii. 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 0.044)], which is $12,000. This Section 8.6 does not
apply to convictions of any subsidiary or affiliate entity of Developer, by any
EDPA between City of Fort Worth and Goldenrod Services 8 of 13
franchisees of Developer, or by a person or entity with whom Developer contracts.
Notwithstanding anything to the contrary herein, this Section 8.6 will survive the
expiration or termination of this Agreement.
8, Independent Contractor. It is expressly understood and agreed that Developer will
operate as an independent contractor in each and every respect hereunder and not as an agent,
representative or employee of the City. Developer will have the exclusive right to control all
details and day-to-day operations relative to the Required Improvements and the One University
Site and any improvements thereon and will be solely responsible for the acts and omissions of its
officers, agents, servants, employees, contractors, subcontractors, licensees and invitees.
Developer acknowledges that the doctrine of respondeat superior will not apply as between the
City and Developer, its officers, agents, servants, employees, contractors, subcontractors,
licensees, and invitees. Developer further agrees that nothing in this Agreement will be construed
as the creation of a partnership or joint enterprise between the City and Developer.
9. INDEMNIFICATION. DEVELOPER, AT NO COST TO THE CITY, AGREES
TO DEFEND, INDEMNIFY, AND HOLD THE CITY, ITS OFFICERS, AGENTS,
SERVANTS, REPRESENTATIVES, AND EMPLOYEES, HARMLESS A GAINSTANYAND
ALL CLAIMS, LAWSUITS, ACTIONS, COSTS AND EXPENSES OF ANY KIND,
INCLUDING, BUT NOT LIMITED TO, THOSE FOR PROPERTY DAMAGE OR LOSS
(INCLUDING ALLEGED DAMAGE OR LOSS TO DEVELOPER'S BUSINESS AND ANY
RESULTING LOST PROFITS) AND PERSONAL INJURY, INCLUDING, BUT NOT
LIMITED TO, DEATH, THAT MAY RELATE TO, ARISE OUT OF OR BE OCCASIONED
BY (i) DEVELOPER'S BREACH OF ANY OF THE TERMS OR PROVISIONS OF THIS
AGREEMENT OR (ii) ANY NEGLIGENT ACT OR OMISSION OR INTENTIONAL
MISCONDUCT OF DEVELOPER, ITS OFFICERS, AGENTS, ASSOCIATES,
EMPLOYEES, CONTRACTORS (OTHER THAN THE CITY) OR SUBCONTRACTORS,
RELATED TO THE ONE UNIVERSITY SITE, OR ANY IMPROVEMENTS THEREON,
INCLUDING THE REQUIRED IMPROVEMENTS, OR ANY OTHER NEGLIGENTACT OR
OMISSION OF THE DEVELOPER THAT IS RELATED TO THE PERFORMANCE OF
THIS AGREEMENT. THE DEVELOPER HAS NO INDEMNIFICATION OBLIGATION
BEYOND THAT WHICH IS SET FORTH IN CATEGORIES (i) AND (ii) ABOVE. BY WAY
OF EXAMPLE, THE DEVELOPER HAS NO DUTY TO INDEMNIFY THE CITY, ITS
OFFICERS, AGENTS, SERVANTS, REPRESENTA7IVES OR EMPLOYEES FOR ANY
NEGLIGENT ACT OR OMISSION OR INTENTIONAL MISCONDUCT OF THE CITY, ITS
OFFICERS, AGENTS, SERVANTS, REPRESENTATIVE, OR EMPLOYEES.
10. Notices. All written notices called for or required by this Agreement must be
addressed to the following, or such other party or address as either party designates in writing, by
certified mail, postage prepaid, electronic transmittal or by hand delivery:
City: Developer:
City of Fort Worth Goldenrod Services, LLC
Attn: City Manager Attn: Zachary A. Wiegert
EDPA between City of Fort Worth and Goldenrod Services 9 of 13
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
14606 Branch Street, Suite 100
Omaha, NE 68154
with copies to:
Goldenrod Companies
Attn: Kendra J. Ringenberg
14606 Branch Street, Suite 100
Omaha, NE 68154
kringenberiz a,,goldenrodcompanies.com
11. Assignment and Successor. Developer may, at any time assign, transfer, or
otherwise convey any of its rights or obligations under this Agreement to an Affiliate without the
approval of the City so long as Developer and the Affiliate first execute an agreement under which
the Affiliate agrees to assume and be bound by all covenants and obligations of Developer under
this Agreement and a copy of such agreement is provided to the City. Otherwise, Developer may
not assign, transfer or otherwise convey any of its rights or obligations under this Agreement to any
other person or entity without the prior consent of the City Council, which consent will not be
unreasonably withheld, conditioned on (i) the prior approval of the assignee or successor and a
finding by the City Council that the proposed assignee or successor is financially capable of
meeting the terms and conditions of this Agreement and (ii) prior execution by the proposed
assignee or successor of a written agreement with the City under which the proposed assignee or
successor agrees to assume and be bound by all covenants and obligations of Developer 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 Developer. Any lawful assignee or successor in interest of Developer of all
rights under this Agreement will be deemed "Developer" for all purposes under this
Agreement. Notwithstanding anything herein to the contrary, Developer may collaterally assign
this Agreement to a mortgagee and, at the request of the Developer, the City agrees to execute a
consent to such collateral assignment in a form and substance reasonably acceptable to the City.
12. Compliance with Laws, Ordinances, Rules, and Regulations. This Agreement will
be subject to all applicable federal, state and local laws, ordinances, rules and regulations,
including, but not limited to, all provisions of the City's Charter and ordinances, as amended.
13. Governmental Powers. It is understood that by execution of this Agreement, the
City does not waive or surrender any of its 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.
EDPA between City of Fort Worth and Goldenrod Services 10 of 13
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-Partv Rights. The provisions and conditions of this Agreement are solely
for the benefit of the City and Developer, and any lawful assign or successor of Developer, and
are not intended to create any rights, contractual or otherwise, to any other person or entity.
17. 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 Developer, and any lawful assign and successor of Developer, as to the
matters contained herein. Any prior or contemporaneous oral or written agreement is hereby
declared null and void to the extent in conflict with any provision of this
Agreement. Notwithstanding anything to the contrary herein, this Agreement 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. 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.
EDPA between City of Fort Worth and Goldenrod Services 11 of 13
EXECUTED as of the last date indicated below:
City:
By: William Johnson (0 t 3, 202410:19 CDT)
Name: William Johnson
Title: Assistant City Manager
Date: Oct 3, 2024
Developer:
Goldenrod Services, LL
By:
: - - -
- V . Wiegert /
Date:
FOR CITY OF FORT WORTH INTERNAL PROCESSES:
Approval Recommended:
By: Robert Sturns (Aug 28, 202417:30 CDT)
Name: Robert Sturns
Title: Director, Economic Development
Department
Approved as to Form and Legality
By: r
Name: John B. Strong
Title: Senior Assistant City Attorney
Contract Authorization:
M&C: !NA
Contract Compliance Manager:
By signing I acknowledge that I am the
person responsible for the monitoring and
administration of this contract, including
ensuring all performance and reporting
requirements.
By: Michael Henni g 28, 20 7:02 CDT)
Name: Michael Hennig
Title: Economic Economic fl����ln -ant Manager
City Secretary:
By:
Name: Janette S. Goodall
Title: City Secretary
EDPA between City of Fort Worth and Goldenrod Services 12 of 13
EXHIBIT "A"
Descriotion and Man Depicting the One Universitv Site
MORTM STREET
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BLEDSOE STREET
81
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EDPA between City of Fort Worth and Gotdenrod Services Page 13 of 13
Discussion I f Certifications I1 Attachments i1 Authoa & Reviewers I [ summary
(This is a read only summary view of the M&C)
City of Fort Worth, Texas
Mayor and Council Communication
DATE: 10117123
LOG NAME: 17GOLDENRODEDPA
CONSENT: Non -Consent
(CD 9) Authorize Execution of an Economic Development Program Agreement with Goldenrod Services, LLC, or an Affiliate, for the Construction of an Approximate 740,000 Square Foot
Mixed -Use Development Generally Located at the Northwest Comer of West Seventh Street and Foch Street and at the Northeast Comer of University Drive and Bledsoe Street
RECOMMENPAJION•
It is recommended that the City Council:
1. Authorize execution of an Economic Development Program Agreement with Goldenrod Services, LLC, or an Affiliate, for the construction of two separate mixed -use developments
totalling approximately 740,000 square feet;
2. Find that the terms and conditions of the Economic Development Program Agreement, as outlined herein, 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; and
3. Authorize the execution of other related agreements as may be necessary to facilitate the project in accordance with all authorized terms.
nlsCl issinN•.
The purpose of this Mayor and Council Communication (M&C) is to approve certain agreements necessary to facilitate a proposed development by Goldenrod Services, LLC (Developer).
Developer is a national real estate development company focused on projects in growing markets within the Central United States and has participated in dozens of mixed -use projects and
public -private partnerships. Developer now wishes to develop property that is located on two separate blocks, the first being located at the northwest comer of West Seventh Street and Foch
Street (the Van Zandt) and the other being located at the northeast comer of University Drive and Bledsoe Street (One University) (collectively the Project Site).
Developer proposes to develop the Project Site as an approximate $400 million walkable mixed -use development consisting of approximately 740,000 square feet of new construction in at
least three (3) structures of at least eight (8) stories to be comprised of new office space, retail space, a 175 key hotel, and 466 units of multi -family (Project) .
Pnllnner r.nmmitmant,
To support the Project, Developer and City staff propose to enter into an Economic Development Program Agreement (EDPA). As part of the proposed EDPA, Developer would commit to
completing the Project in accordance with the following minimums:
Jhe_YaiZandt
Minimum 95,000 square feet of new office space
Minimum 10,000 square feet of new retail space
Minimum 226 new multi -family units
Minimum 500 space parking garage (Van Zandt Parking Garage)
Minimum Total Development Costs of $145,000,000.00
Minimum $90,000,000.00 Hard Construction Costs
All portions of the Van Zandt that are intended to be occupied must have a temporary or final Certificate of Occupancy by December 31, 2026 (Van Zandt Completion Deadline).
O ne_ UniversitY.
• Minimum 100,000 square feet of new office space
• Minimum 10,000 square feet of new retail space
• Minimum 240 new multi -family units
• Minimum 175 key hotel
• Minimum 800 space parking garage (the One University Parking Garage) (together with the Van Zandt Parking Garage, the Parking Garages)
• Minimum Total Development Costs of $255,000,000.00
• Minimum $155,000,000.00 Hard Construction Costs
• All portions of One University that are intended to be occupied must have a temporary orfinal Certificate of Occupancy by December 31, 2027 (the One University Completion
Deadline and together with the Van Zandt Completion Deadline, the Completion Deadlines).
utmzaunn _0f.Business_Egydy.£icros...(Bfilll...l=copadYJ.ro11covement5)^
Developer 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%.
Addi and Develoner.Commitments
Developer commits that at no time during the term of the EDPA shall any Officer or employee of Developer actively solicit for relocation to the Project any office tenant that is then located
within the corporate boundaries of the City of Fort Worth. This excludes instances of direct inquiry to Developer by such tenants and shall exclude any referral of such tenants to Developer by
outside agencies or other organizations. Developer will employ a good faith effort to promote for lease its available office space to prospective tenants that are located outside of the City of
Fort Worth.
Developer commits that it will not, at any time during the term of the EDPA, lease any retail space to a freestanding bar or nightclub (defined as a facility selling only alcohol beverages). This
commitment will not apply to any other form of alcohol service or bar that is physically located within or operated in direct association with any hotel or restaurant that is located within the
Project.
Upon completion of the Project, Developer will convey ownership of the Parking Garages to the Central City Local Government Corporation (CCLGC) at no cost to the CCLGC
g t y.EPPA.Cammitments:
In return for development of the Project, the City would provide up to fifteen (15) annual grants equal to $2,055,517.00 (Grants) for a total amount not to exceed $30,832,755.00 (Program
Cap). Any net difference between (i) the Grants and (ii) 85% ofthe Project's incremental City ad valorem taxes and 1% City sales tax revenues from the Project Site will be added to the
purchase price payable by Developer to CCLGC upon exercising the Purchase Option as described below.
Additional Aareements:
To facilitate the Project, CCLGC (with Board approval), and Developer will enter into the following agreements:
Oneration and Maintenance Aareement
Subject to Board approval, CCLGC and Developer will enter into one or more operation and maintenance agreements (collectively, the O&M Agreement) for the use, operation, and
maintenance of the Parking Garages, subject to certain conditions and including an assignment of the City's options to purchase the parking garage facility and the Property. The following
rights and conditions will apply the O&M Agreement:
• CCLGC will have no obligation at any time to pay Developer any fee or service payment with respect to the O&M Agreement.
• Developer will be responsible for all costs and activities associated with the maintenance and operation of the Parking Garages.
• The spaces allocated to the office component of each of the Van Zandt and One University minimum will be required to be made available for use by the public during non -business
hours, with the understanding that Developer may charge an hourly parking fee (Parking Revenue).
• After payment of all costs associated with the maintenance, operation and programming of the Garage, Developer will pay to CCLGC annually an amount equal to 50% of any Parking
Revenue collected for the term of the O&M Agreement.
Qption Agreement
• Either separately or as part of the O&M Agreement, CCLGC and Developer will enter into an Option Agreement for the Parking Garages providing a purchase option (Purchase Option)
and a put option (Put Option) to Developer and CCLGC respectively. Any difference between the market price of the Parking Garages and the purchase price required under either of the
Purchase Option and the Put Option will constitute a one-time Economic Development Program Grant which will be facilitated by the City through the EDPA.
The grants provided under this agreement will be built into the City's long-term financial forecast with a maximum grant award of $30,832,755.00.
This project is located in COUNCIL DISTRICT 9.
FISCAL INFORMATION / CERTIFICATION:
The Director of Finance certifies that approval of this agreement will have no material effect on the Fiscal Year 2024 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.
Submitted for City anager's Office byj William Johnson 5806
Oriainatina Business Unit Head: Robert Stums 2663
Additional Information Contact: Michael Hennig 6024
M&C Code contract to
M&C Type O Consent OO Non -Consent
M&C Business Unit zconomlc Development
O Purchasing M&C
M&C Logname 17 GOLDENRODEDPA
M&C Subject 8
Source I -
(CD 9) Authorize Execution of an Economic Development Program Agreement with Goldenrod Services, LLC, or an Affiliate, for '
the Construction of an Approximate 740,000 Square Foot Mixed -Use Development Generally Located at the Northwest Corner of
West Seventh Street and Foch Street and at the Northeast Corner of University Drive and Bledsoe Street
Council Date to/17/zs Approval Deadline: 5:00 pm on 09/28/23
O Information Technology Related
O Includes Any Federal, State, Interlocal or Grant Funding 8
O Public Hearing
❑ Financial Impact to Another Business Unit
Certificate of Interested Parties , Contract Requiring Form 1295 O Form 1295 NOT Required
Special Instructions
Discussion 9
Source -
I - -
The purpose of this Mayor and Council Communication (M&C) is to approve certain agreements necessary to facilitate a proposed development by Goldenrod
Services, LLC (Developer). Developer is a national real estate development company focused on projects in growing markets within the Central United States and
has participated in dozens of mixed -use projects and public -private partnerships. Developer now wishes to develop property that is located on two separate blocks,
the first being located at the northwest corner of West Seventh Street and Foch Street (the Van Zandt) and the other being located at the northeast corner of
University Drive and Bledsoe Street (One University) (collectively the Project Site).
Developer proposes to develop the Project Site as an approximate $400 million walkable mixed -use development consisting of approximately 740,000 square feet
of new construction in at least three (3) structures of at least eight (8) stories to be comprised of new office space, retail space, a 175 key hotel, and 466 units of
multi -family (Project).
Develoner Commitments:
To support the Project, Developer and City staff propose to enter into an Economic Development Program Agreement (EDPA). As part of the proposed EDPA,
Developer would commit to completing the Project in accordance with the following minimums:
The Van Zandt
• Minimum 95,000 square feet of new office space
• Minimum 10,000 square feel of new retail space
• Mimmum 226 new mufti -family units
• Minimum 500 space parking garage (Van Zandt Parking Garage)
• Minimum Total Development Costs of $145,000,000.00
Submitted for City Manager's Office by I
(Name Phone Extensionl
1M11iam Johnson 5806
Originating Business Unit Head I
Name Phone Extension I
Robert Stums 26fi3
Additional Information Contact I
(Name Phone Extensionl
Michael Hennig 6024
To have the default values on this page updated contact the City Secretary's Office at extension 6081.
Attachments
Attachment
Form 1295.pdf View Hennig, Michael
Attachment Type For Use By
Form 1295
CFW Internal
230914_Goldenrod_LocationMap.pdf View Hennig, Michael M.P/pi.t Public Document
Add Row for New Attachment
Original Creator of M&C
Employee Name Hennig, Mchael Employee Title
Email Phone
Business Unit 17 Economic Development Department
Employees with Author Authority on this M&C
Authors
Primary Author Hennig, Michael
Approval Notifications
Notify the following when any approval is completed for this M&C:
IB 4,,� Yes i
i� Yes ii
Economw Developm
(817) 392-6024
Econom Comm Dev-Development
Generate PDF Copy of M&C
M&C 17GOLDENRODEDPA.pdf
View Download Remove 9/14/2023 7:56 PM Henmg, Michael
M&C 17GOLDENRODEDPA.pdf
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Yj= Download Remove 9/19/20234:27 PM Slums, Robert
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Participants
Completed Status Result
Comments
Initiator
Hennig, Michael
19/142023 7:56 PM Completed
Author Collaboration
9/14/2023 7:56 PM
LHennig, Michael
19/1920234:22 PM (Completed Collaboration Complete- Route for Approval
Review 9/14/2023 7:56 PM
Janes -Newlin, StephanieJ
9/152023 1:24 PM Completed Submit Review
Gao, Zoe
9/18202310:26 AM Completed Oi Submit Review
Fernandez, On
9/1820232:51 PM Completed Submit Review
Pohler, Ryan M
9/1920234:22 PM Cancelled
[Cancelled Due to Condition: Collaboration Complete]
Wallach, Tyler
9/1920234,22 PM Cancelled
[Cancelled Due to Condition: Collaboration Complete]
Send Review Completion
Email 9/18/2023 8:26 AM
Jones -Newlin, StephanieJ
19/1820238:26 AM Notified
Send Review Completion
Email 9/18/2023 10:36 AM
Gao, Zoe
9/182023 10:36 AM Notified
Send Review Completion
Email 9/18/2023 3:08 PM
Fernandez, On
9/182023 3:08 PM Notified
Initial Director Approval
9/19/2023 4:22 PM
Sturns, Robert
9/1920234:27 PM Completed VO Approve
MWBE Approval
9/19/2023 4.27 PM
Ibarn, Alma B
19/1920234:37 PM Completed Approve
Budget Coordinator
9/19/2023 4:37 PM
Shannon, Mitzy
1 9/19/2023 4:59 PM (Completed &Assignments Completed
Budget Approval
9/19/2023 4:59 PM
Kirk, Steven B
1 9/202023 8:43 AM Completed J Final Budget Approval
No budget impact
CFO Fiscal Certification
9/20/2023 8:43 AM
Perry, Catherine
19/202023 2:24 PM Completed Approve
Final Director Approval
9/20/2023 2:24 PM
Sturns, Robert
19/212023 11:44AM Completed pf Approve
ACM Approval 9/21/2023 11A4 AM
Johnson, William M
19/212023 2:16 PM Completed pf Approve
Legal Approval
9/21/2023 2.16 PM
Wallach, Tyler
I - I Active
O Send this M&C to the deletion pending state
Current Routing Step: Legal Approval
8/28/24, 4:30 PM
M&C Review
CITY COUNCIL AGENDA
Official site of the City of Fort Worth, Texas
F "11 Fi
Create New From This M&C
DATE: 8/27/2024 REFERENCE **M&C 24- LOG NAME: 17GOLDENRODEDPAAMEND1
NO.: 0732
CODE: C TYPE: CONSENT PUBLIC NO
HEARING:
SUBJECT: (CD 9) Amend Mayor and Council Communication 23-0857 Authorizing an Economic
Development Program Agreement and Other Related Agreements with Goldenrod
Services, LLC, or an Affiliate, for the Construction of Two Mixed -Use Developments
Generally Located at the Northwest Corner of West Seventh Street and Foch Street and
at the Northeast Corner of University Drive and Bledsoe Street, to Separate the
Agreement into Two Different Agreements with Goldenrod Services, LLC or Affiliated
Entities
RECOMMENDATION:
It is recommended that the City Council amend Mayor and Council Communication 23-0857
authorizing an Economic Development Program Agreement and other related agreements with
Goldenrod Services, LLC, or an Affiliate, for the construction of two mixed -use developments
generally located at the northwest corner of West Seventh Street and Foch Street and at the
northeast corner of University Drive and Bledsoe Street, to separate the agreement into two different
agreements with Goldenrod Services, LLC or Affiliated Entities.
DISCUSSION:
On October 17, 2023, City Council adopted Mayor and Council Communication (M&C) 23-0857
authorizing the following agreements (Agreements) with Goldenrod Services, LLC, or an Affiliate
(Developer):
1. An Economic Development Program Agreement (EDPA) for the Construction of the
Development;
2. Acceptance of Two Parking Garages with Purchase Options;
3. One or More Agreement with Goldenrod for the Operation and Maintenance of the Two
Parking Garages; and
4. Other Related Agreements as May be Necessary to Facilitate the Project in Accordance with
the Authorized Terms
The purpose of the Agreements is to support the development of the Project Site (which consists of
two separate but nearby properties) as a minimum $400 million walkable mixed -use development
consisting of 740,000 square feet of new construction in at least three (3) structures of at least eight
(8) stories to be comprised of new office space, retail space, a 175-key hotel, two parking garages,
and 466 units of multi -family (Project).
The EDPA, as approved, was contemplated to be a single agreement addressing both properties
located within the Project Site as one overall combined project that would be developed and owned
by the same developer for the duration of the Agreements. It is still Developer's intent to construct
both properties on the Project Site consistent with the requirements approved by the City Council
under M&C 23-0857. However, anticipating the potential future need to assign the EDPA agreement
associated with one or both properties to a future owner or lender that may not necessarily be the
same entitiy as that of the other property, Developer is requesting that the singular EDPA be permited
to be executed as two separate (but still interrelated) EDPA agreements in order to facilitate this
scenario. No changes are proposed for the Developer commitments with respect to either property
and failure to deliver either or both properties as part of the Project will result in penalties that could
include a reduction or forfeiture of any incentives authorized under the Agreements.
apps.cfwnet.org/council_packet/mc_review.asp?ID=32438&councildate=8/27/2024 1 /2
8/28/24, 4:30 PM
M&C Review
Under the separate EDPA agreements and subject to key project deliverables and other performance
requirements, Developer will be entitled to receive fifteen (15) annual grants in amounts that are
generally proportional to the investment value of each of the two properties that are associated with
the Project. More specifically, this would result, in the case of the Van Zandt, in annual grants equal to
$745,125.00 each for a total amount not to exceed $11,176,881.00 and, in the case of One
University, annual grants will be equal to $1,310,392.00 each for a total amount not to exceed
$19,655,894.00. The sum of these amounts are equal to the overall amounts authorized under M&C
23-0857.
Staff is recommending an amendment to M&C 23-0689 to allow for the Agreement to reflect
these changes.
This project is located in COUNCIL DISTRICT 9.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that approval of this recommendation will have no material effect on
City funds.
TO
Fund ' Department Account Project Program Activity Budget Reference # Amount
ID ID Year (Chartfield 2)
FROM
Fund Department Account Project
ID I ID
Submitted for City Manager's Office by_
Originating Department Head:
Additional Information Contact:
ATTACHMENTS
Form 1295.pdf (CFW Internal)
M&C 17GOLDENRODEDPA.pdf (Public)
Program I Activity I Budget Reference # Amount
Year (Chartfield 2)
William Johnson (5806)
Robert Sturns (2663)
Michael Hennig (6024)
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