HomeMy WebLinkAboutContract 45929 CITY SECRErAW
CONTRACT N0. vt
ECONOMIC DEVELOPMENT PROGRAM AGREEMENT
This ECONOMIC DEVELOPMENT PROGRAM AGREEMENT
("Agreement") is entered into by and between the CITY OF FORT WORTH, TEXAS
(the "City"), a home rule municipality organized under the laws of the State of Texas,
and PRIVATE NATIONAL MORTGAGE ACCEPTANCE COMPANY, a Delaware
limited liability company doing business as PennyMac("Company").
RECITALS
The City and Company hereby agree that the following statements are true and
correct and constitute the basis upon which the City and Company have entered into this
Agreement:
A. Company is a leading national financial services firm specializing in
residential lending and the servicing of residential loans. Company is seeking to expand
its operations into the State of Texas. In return for the economic development incentives
set forth in this Agreement, Company is willing to lease real property owned by
CentrePort Venture, L.P., a Massachusetts limited partnership, and located at 14800
Trinity Boulevard in the City (the "Development Property"), as more specifically
depicted and described in Exhibit "A", and to redevelop and expand an existing, vacant
building of approximately 125,000 square feet located on the Development Property for
use as a financial services facility for Company's business operations, as more
specifically described in Exhibit "B" (the "Required Improvements"). The lease
between CentrePort Venture, L.P. and Company (the "Lease") will include terms and
conditions consistent with those outlined in Exhibit "C". Exhibits "A", `B" and"C" are
attached hereto and hereby made a part of this Agreement for all purposes.
B. The Required Improvements will benefit the City by repurposing a
currently-vacant building into a viable commercial operation with significant
opportunities for employment and tax base growth. As recommended by the City's 2014
Comprehensive Plan, adopted by the City Council pursuant to Ordinance No. 21164-03-
2014 (the "Comprehensive Plan"), and in accordance with Resolution No. 3716-03-
2009, 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(the"380 Program").
C. The City has determined that the feasibility of the proposed development
described herein is contingent o the Program Grants, as provided
Page I OFFICIAL RECORD
Economic Development Program Agreeme itCITY SECRETARY
between City of Fort Worth and Private Na ionaJ t t C mpany,LLC(PennyMac)
�� 9 RECEIVED SEP
in this Agreement. The City Council has determined that the proposed 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. In addition, the City
Council has determined that by entering into this Agreement the potential economic
benefits that will accrue to the City under the terms and conditions of this Agreement are
consistent with the City's economic development objectives, as outlined in the
Comprehensive Plan. 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 Company hereby agree, that the
recitals set forth above are true and correct and form the basis upon which the parties
have entered into this Agreement.
2. DEFII`.ITIONS.
In addition to other terms defined in the body of this Agreement, the following
terms shall have the definitions ascribed to them as follows:
380 Program has the meaning ascribed to it in Recital B.
Affiliate means all entities, incorporated or otherwise, under common control
with, controlled by or controlling Company. For purposes of this definition, "control"
means fifty percent (50%) or more of the ownership determined by either value or vote.
Base Grant Percentage has the meaning ascribed to it in Section 6.1.
Central City means the area of the corporate limits of the City within Loop 820
(i) consisting of all Community Development Block Grant ("CDBG")-eligible census
block groups; (ii) all enterprise zones, designated as such pursuant to the Texas
Enterprise Zone Act, Chapter 2303, Subchapter F of the Texas Government Code; (iii) all
census block groups that are contiguous by seventy-five percent (75%) or more of their
perimeters to CDBG-eligible block groups or enterprise zones, as well as any CDBG-
eligible block in the corporate limits of the City outside Loop 820, as more specifically
depicted in the map attached hereto as Exhibit "D", attached hereto and hereby made a
part of this Agreement for all purposes.
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Economic Development Program Agreement
between City of Fort Worth and Private National Mortgage Acceptance Company,LLC(PennyMac)
Central City Employment Commitment has the meaning ascribed to it in
Section 4.8.
Central City Employment Percentage has the meaning ascribed to it in Section
6.6.
Central City Resident means an individual whose principal place of residence is
at a location within the Central City.
Certificate of Completion has the meaning ascribed to it in Section 5.
Completion Date means the date as of which all occupiable space within the
Required Improvements has received a temporary or permanent certificate of occupancy.
Completion Deadline means December 31, 2014.
Construction Costs means the following costs directly associated with
construction of the Required Improvements: actual site development and construction
costs, including directly-related contractor fees, and costs of supplies and materials;
engineering fees; architectural fees; and design fees.
Development Personal Property Tax Revenues means City ad valorem taxes on
New Taxable Tangible Personal Property located on the Development Property. The
taxable appraised value of New Taxable Tangible Personal Property located on the
Development Property for any given year will be established solely by the appraisal
district that has jurisdiction over the Development Property at the time; provided,
however, the owner of the New Taxable Tangible Personal Property may protest and/or
contest the appraisal district's appraisal of the New Taxable Tangible Personal Property
in accordance with the procedures specified in the Texas Tax Code.
Development Property has the meaning ascribed to it in Recital A.
Development Real Property Tax Revenues means City ad valorem taxes on
improvements located on the Development Property (but not the land itself) minus the
taxes attributable to the base collective taxable appraised value of all improvements
located on the Development Property for the 2013 tax year, which base collective taxable
appraised value is $10,383,005.00. The taxable appraised value of the Development
Property and any improvements located thereon for any given year will be established
solely by the appraisal district that has jurisdiction over the Development Property at the
time; provided, however, the owner of the improvements located on the Development
Property may protest and/or contest the appraisal district's appraisal of the improvements
located on the Development Property in accordance with the procedures specified in the
Texas Tax Code.
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Economic Development Program Agreement
between City of Fort Worth and Private National Mortgage Acceptance Company,LLC(PennyMac)
a
Director means the director of the City's Housing and Economic Development
Department or his authorized designee.
Effective Date has the meaning ascribed to it in Section 3.
Fort Worth Certified M/WBE Company means a minority- or woman-owned
business that (i) has received certification as either a minority business enterprise (MBE),
a woman business enterprise (WBE) or a disadvantaged business enterprise (DBE) by the
North Central Texas Regional Certification Agency (NCTRCA); (ii) has a principal
business office located within the corporate limits of the City that performs a
commercially useful function; and (iii) has provided from such office the services or sales
that Company is seeking to have counted under this Agreement.
Fort Worth Company means a business that has a principal office located within
the corporate limits of the City that performs a commercially useful function and that
provides the services for which Company is seeking credit under this Agreement.
Fort Worth Construction Percentage has the meaning ascribed to it in Section
6.2.
Fort Worth Construction Spending Commitment has the meaning ascribed to
it in Section 4.4.
Fort Worth Employment Commitment has the meaning ascribed to it in
Section 4.7.
Fort Worth Employment Percentage has the meaning ascribed to it in Section
6.5.
Fort Worth Resident means an individual whose principal place of residence is
at a location within the corporate limits of the City.
Fort Worth Supply and Service Spending Commitment has the meaning
ascribed to it in Section 4.9.
Fort Worth Supply and Service Spending Percentage has the meaning ascribed
to it in Section 6.7.
Full-time Job means a job provided to one(1) individual by Company for at least
forty (40) hours per week.
Lease has the meaning ascribed to it in Recital A.
M/WBE Construction Percentage has the meaning ascribed to it in Section 6.3.
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Economic Development Program Agreement
between City of Fort Worth and Private National Mortgage Acceptance Company,LLC(PennyMac)
MIWBE Construction Spending Commitment has the meaning ascribed to it in
Section 4.5.
NMBE Supply and Service Percentage has the meaning ascribed to it in
Section 6.8.
M/WBE Supply and Service Spending Commitment has the meaning ascribed
to it in Section 4.10.
New Taxable Tangible Personal Property means any personal property that (i)
is subject to ad valorem taxation by the City; (ii) is located on the Development Property;
(iii) is owned or leased by Company; and (iv) was not located in the City prior November
19, 2013, which is the date on which the City Council approved execution of this
Agreement.
Overall Employment Commitment has the meaning ascribed to it in Section
4.6.
Overall Employment Percentage has the meaning ascribed to it in Section 6.4.
Personal Property Commitment has the meaning ascribed to it in Section 4.3.
Program Grants means the annual economic development grants paid by the
City to Company in accordance with this Agreement and as part of the 380 Program.
Program Source Funds means an amount of City funds available for inclusion in
a given Program Grant, which shall equal the Development Real Property Tax Revenues,
plus the Development Personal Property Tax Revenues received by the City during the
Twelve-Month Period ending in the same year in which the Program Grant is payable;
provided, however, that if the Lease is amended or interpreted by the parties thereto, so
that at any time during a given Twelve-Month Period Company is not required to pay or
reimburse to the landlord all real property taxes on the Development Property and all
improvements thereon, the Program Source Funds available for the Program Grant
payable in the same year as the year in which such Twelve-Month Period ends shall equal
only the Development Personal Property Tax Revenues received by the City during that
Twelve-Month Period.
Real Property Commitment has the meaning ascribed to it in Section 4.2.
Records has the meaning ascribed to it in Section 4.13.
Required Improvements has the meaning ascribed to it in Recital A.
Supply and Service Expenditures means all expenditures by Company
expended directly for the operation and maintenance of the Required Improvements and
the Development Property, excluding amounts paid for electric, gas, water and any other
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Economic Development Program Agreement
between City of Fort Worth and Private National Mortgage Acceptance Company,LLC(PennyMac)
e
utility services as well as any amounts paid for temporary direct labor on the
Development Property.
Term has the meaning ascribed to it in Section 3.
Twelve-Month Period means the period between February 1 of a given year and
January 31 of the following year.
3. TERM.
This Agreement shall be effective as of the date of execution by both parties (the
"Effective Date") and, unless terminated earlier pursuant to and in accordance with this
Agreement, shall expire on the date as of which the City has paid all Program Grants
required hereunder(the "Term").
4. COMPANY OBLIGATIONS AND COMMITMENTS.
4.1. Use of Development Property.
Company must use the Development Property as a financial services
facility for Company's business operations throughout the Term of this
Agreement.
4.2. Real Propertv Improvements.
Company must expend or cause to be expended at least One Million Five
Hundred Thousand Dollars ($1,500,000.00) in Construction Costs for the
Required Improvements by the Completion Date, and the Completion Date must
occur on or before the Completion Deadline (collectively, the "Real Property
Commitment").
4.3. Personal Property Improvements.
Company covenants and agrees that New Taxable Tangible Personal
Property having a value of at least One Million Eight Hundred Thousand Dollars
($1,800,000.00) must be in place on the Development Property by January 1,
2015, as determined solely by the appraisal district having jurisdiction over the
Development Property at that time(the"Personal Property Commitment").
4.4. Construction Spending Commitment with Fort Worth Companies.
Company must expend or cause to be expended by the Completion Date
the greater of at least (i) Three Hundred Seventy-five Thousand Dollars
($375,000.00) in Construction Costs for the Required Improvements or (ii)
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Economic Development Program Agreement
between City of Fort Worth and Private National Mortgage Acceptance Company,LLC(PennyMac)
twenty-five percent (25%) of all Construction Costs for the Required
Improvements, regardless of the total amount of such Construction Costs, with
Fort Worth Companies (the "Fort Worth Construction Spending
Commitment").
4.5. Construction Spending Commitment with Fort Worth Certified
M/WBE Companies.
Company must expend or cause to be expended by the Completion Date
the greater of at least (i) Three Hundred Seventy-five Thousand Dollars
($375,000.00) in Construction Costs for the Required Improvements or (ii)
twenty-five percent (25%) of all Construction Costs for the Required
Improvements, regardless of the total amount of such Construction Costs, with
Fort Worth Certified M/WBE Companies (the "M/WBE Construction Spending
Commitment"). Dollars spent with Fort Worth Certified M/WBE Companies
shall also count as dollars spent with Fort Worth Companies for purposes of
measuring the Fort Worth Construction Spending Commitment.
4.6. Overall Employment Commitment.
The following levels of overall employment must be met for the calendar
years specified below (for each year referenced, the "Overall Employment
Commitment"):
4.6.1. 2014.
The Overall Employment Commitment for 2014 will be met if at
least 150 Full-time Jobs were provided and filled on the Development
Property as of December 31, 2014.
4.6.2. 2015-2023.
The Overall Employment Commitment for each year beginning in
2015 and ending in 2023 will be met if at least 600 Full-time Jobs were
provided and filled on the Development Property in the year in question.
4.6.3. Compliance Measurements.
Determination of compliance with the Overall Employment
Commitment for each year will be based on the employment data provided
to the City pursuant to Section 4.11.3 for the year under evaluation.
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Economic Development Program Agreement
between City of Fort Worth and Private National Mortgage Acceptance Company,LLC(PennyMac)
4.7. Fort Worth Employment Commitment.
The following levels of employment for Fort Worth Residents must be
met for the calendar years specified below (for each year referenced, the "Fort
Worth Employment Commitment"):
4.7.1. 2014.
The Fort Worth Employment Commitment for 2014 will be met if
as of December 31, 2014 at least the greater of(i) 30 Full-time Jobs or(ii)
twenty percent (20%) of all Full-time Jobs on the Development Property,
regardless of the total number of Full-time Jobs provided and filled on the
Development Property, were held by Fort Worth Residents.
4.7.2. 2015-2023.
The Fort Worth Employment Commitment for each year beginning
in 2015 and ending in 2023 will be met if in each of those calendar years
at least the greater of(i) 120 Full-time Jobs or (ii) twenty percent (20%)
of all Full-time Jobs on the Development Property, regardless of the total
number of Full-time Jobs provided and filled on the Development
Property in the same year, were held by Fort Worth Residents.
4.7.3. Compliance Measurements.
Determination of compliance with the Fort Worth Employment
Commitment each year will be based on the employment data provided to
the City pursuant to Section 4.11.3 for the year under evaluation. Full-
time Jobs held by Fort Worth Residents shall also count as Full-time Jobs
for purposes of measuring the applicable Overall Employment
Commitment outlined in Section 4.6.
4.8. Central City Employment Commitment.
The following levels of employment for Central City Residents must be
met for the calendar years specified below (for each year referenced, the "Central
City Employment Commitment'):
4.8.1. 2014.
The Central City Employment Commitment for 2014 will be met if
as of December 31, 2014 at least the greater of(i) 18 Full-time Jobs or(ii)
twelve percent (12%) of all Full-time Jobs on the Development Property,
regardless of the total number of Full-time Jobs provided and filled on the
Development Property, were held by Central City Residents.
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Economic Development Program Agreement
between City of Fort Worth and Private National Mortgage Acceptance Company,LLC(PennyMac)
4.8.2. 2015-2023.
The Central City Employment Commitment for each year
beginning in 2015 and ending in 2023 will be met if in each of those
calendar years at least the greater of(i) 72 Full-time Jobs or (ii) twelve
percent (12%) of all Full-time Jobs on the Development Property,
regardless of the total number of Full-time Jobs provided and filled on the
Development Property in the same year, were held by Central City
Residents.
4.8.3. Compliance Measurements.
Determination of compliance with the Central City Employment
Commitment each year will be based on the employment data provided to
the City pursuant to Section 4.11.3 for the year under evaluation. Full-
time Jobs held by Central City Residents shall also count as Full-time Jobs
for purposes of measuring the applicable Overall Employment
Commitment outlined in Section 4.6 and the Fort Worth Employment
Commitment outlined in Section 4.7.
4.9. Supply and Service Spending Commitment for Fort Worth
Companies.
Beginning in calendar year 2014, and in each year thereafter during the
Term of this Agreement, Company annually must expend with Fort Worth
Companies at least the greater of(i) Twenty Thousand Dollars ($20,000.00) in
Supply and Service Expenditures or (ii) twenty percent (20%) of all Supply and
Service Expenditures, regardless of the total amount of such Expenditures made
in the year under evaluation (the "Fort Worth Supply and Service Spending
Commitment").
4.10. Supply and Service Spending Commitment for Fort Worth Certified
M/WBE Companies.
Beginning in calendar year 2014, and in each year thereafter during the
Term of this Agreement, Company annually must expend with Fort Worth
Certified M/WBE Companies at least the greater of(i) Twenty Thousand Dollars
($20,000.00) in Supply and Service Expenditures or (ii) twenty percent (20%) of
all Supply and Service Expenditures, regardless of the total amount of such
Expenditures made in the year under evaluation (the "M/WBE Supply and
Service Spending Commitment"). Dollars spent with Fort Worth Certified
M/WBE Companies shall also count as dollars spent with Fort Worth Companies
for purposes of measuring the Fort Worth Supply and Service Spending
Commitment outlined in Section 4.9.
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Economic Development Program Agreement
between City of Fort Worth and Private National Mortgage Acceptance Company,LLC(PennyMac)
4.11. Reports and Filings.
4.11.1. Construction Spending Reports.
4.11.1.1. Monthly Reports.
From the Effective Date until the Completion Date,
Company will provide the Director with a monthly report in a form
reasonably acceptable to the Director that specifically outlines (i)
the then-current aggregate Construction Costs expended or caused
to be expended for the Required Improvements; (ii) the then-
current aggregate Construction Costs expended or caused to be
expended with Fort Worth Companies for the Required
Improvements; and (iii) the then-current aggregate Construction
Costs expended or caused to be expended with Fort Worth
Certified M/WBE Companies for the Required Improvements.
Company agrees to meet with the City's M/WBE Office as
reasonably necessary for assistance in meeting or exceeding the
M/WBE Construction Spending Commitment and to address any
related concerns that the City may have.
4.11.1.2. Final Construction Reports.
Within sixty (60) calendar days following the
Completion Date, in order for the City to assess whether Company
expended or caused to be expended at least One Million Five
Hundred Thousand Dollars ($1,500,000.00) in Construction Costs
for the Required Improvements by the Completion Date, and the
extent to which the Fort Worth Construction Spending
Commitment and the M/WBE Construction Spending
Commitment were met, Company will 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; (ii) the total Construction Costs expended or
caused to be expended with Fort Worth Companies for the
Required Improvements as of the Completion Date; and (iii) the
total Construction Costs expended or caused to be expended with
Fort Worth Certified M/WBE Companies 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.
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between City of Fort Worth and Private National Mortgage Acceptance Company,LLC(PennyMac)
4.11.2. Personal Property Report.
In order for the City to track its obligations under this Agreement,
Company will notify the Director in writing once it believes that the
Personal Property Commitment has been attained.
4.11.3. Annual Employment Report.
On or before February 1, 2015 and February 1 of each year
thereafter, in order for the City to assess the degree to which the Overall
Employment Commitment for the previous calendar year, the Fort Worth
Employment Commitment for the previous calendar year, and the Central
City Employment Commitment for the previous calendar year were met,
Company shall provide the Director with a report in a form reasonably
acceptable to the Director that sets forth the total number of individuals,
Fort Worth Residents, and Central City Residents who held Full-time Jobs
on the Development Property, all as of December 31 (or such other date
requested by Company and reasonably acceptable to the City) of the
previous year, together with reasonable supporting documentation.
4.11.4. Annual Supply and Service Spending Report.
On or before February 1, 2015 and February 1 of each year
thereafter, in order for the City to assess the degree to which the Fort
Worth Supply and Service Spending Commitment and the M/WBE
Supply and Service Spending Commitment were met in the previous
calendar year, Company will provide the Director with a report in a form
reasonably acceptable to the Director that sets forth the aggregate Supply
and Service Expenditures made during such calendar year with Fort Worth
Companies and with Fort Worth Certified M/WBE Companies.
4.12. Inspections of Development Property and the Lease.
At any time during Company's normal business hours throughout the
Term and following reasonable notice to Company, the City shall have the right to
inspect and evaluate the Development Property and any improvements thereon,
including the Required Improvements, and Company will provide full access to
the same, in order for the City to monitor compliance with the terms and
conditions of this Agreement. Company will cooperate fully with the City during
any such inspection and evaluation. Notwithstanding the foregoing, Company
shall have the right to require that any representative of the City be escorted by a
representative or security personnel of Company during any such inspection and
evaluation. In addition, upon request of the City at any time during the Term and
following reasonable advance notice, Company will make available a copy of the
Lease in effect at the time (as certified in writing by a duly authorized officer of
Company) for review by the City to ensure compliance under this Agreement.
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between City of Fort Worth and Private National Mortgage Acceptance Company,LLC(PennyMac)
4.13. Audits.
The City will have the right throughout the Term to audit the financial and
business records of Company that relate to the Required Improvements and the
Development Property as well as any other documents necessary to evaluate
Company's compliance with this Agreement or with the commitments set forth in
this Agreement (collectively "Records"). Company shall make all Records
available to the City on the Development Property or at another location in the
City acceptable to both parties following reasonable advance notice by the City
and shall otherwise cooperate fully with the City during any audit. Company is
not required to make available for City review any Records or portions of Records
that applicable law prohibits Company from disclosing to third parties.
Notwithstanding the foregoing, Company understands and agrees that the
City's determination as to whether Company attained the Real Property
Commitment and the extent to which Company attained the Fort Worth
Construction Spending Commitment and the M/WBE Construction
Commitment, as well as the extent in any given year that Company attained the
Overall Employment Commitment, the Fort Worth Employment Commitment,
the Central City Employment Commitment, the Fort Worth Supply and Service
Spending Commitment and the M/WBE Supply and Service Spending
Commitment, will be based, at least in part, on the City's verification of data set
forth in applicable Records that are disclosed to the City. Company
acknowledges that it will not receive credit under this Agreement to the extent
that the City cannot verify any attainment or level of attainment of a particular
commitment under this Agreement, even if the only reason the City cannot
make such verification is due to the fact that the data needed for verification is
set forth in Records that Company cannot disclose to the City under applicable
law.
5. CERTIFICATE OF COMPLETION.
Within ninety (90) calendar days following receipt by the City of the final
construction spending report for the Required Improvements submitted in accordance
with Section 4.11.1.2, and assessment by the City of the information contained therein
pursuant to Sections 4.12 and 4.13, if the City is able to verify attainment of the Real
Property Commitment set forth in Section 4.2 (that is, that Company expended or caused
to be expended at least One Million Five Hundred Thousand Dollars ($1,500,000.00) in
Construction Costs for the Required Improvements by the Completion Date, and that the
Completion Date occurred on or before the Completion Deadline), the Director will issue
Company a certificate stating the amount of Construction Costs expended for the
Required Improvements, and the amounts of such Construction Costs expended
specifically with Fort Worth Companies and Fort Worth Certified M/WBE Companies
(the "Certificate of Completion"). The Certificate of Completion will also serve as the
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between City of Fort Worth and Private National Mortgage Acceptance Company,LLC(PennyMac)
basis for determining the extent to which the Fort Worth Construction Spending
Commitment and the M/WBE Construction Spending Commitment were met.
6. PROGRAM GRANTS.
Company will be entitled to receive annual Program Grants from the City solely
in accordance with all the provisions of this Section 6. As more specifically set forth
herein, if both the Real Property Commitment set forth in Section 4.2 and the Personal
Property Commitment set forth in Section 4.3 are met, Company will be entitled to
receive ten (10) annual Program Grants, payment of which will begin in 2015 and end in
2024. The amount of each Program Grant shall equal a percentage of the Program
Source Funds available for that Program Grant, which percentage will be based on the
extent to which the various commitments set forth in Section 4 were met and,
specifically, will equal the sum of the Base Grant Percentage, the Fort Worth
Construction Percentage, the M/WBE Construction Percentage, the Overall Employment
Percentage, the Fort Worth Employment Percentage, the Central City Employment
Percentage, the Fort Worth Supply and Service Percentage and the M/WBE Supply and
Service Percentage, as defined in Section 6.1, 6.2, 6.3, 6.4, 6.5, 6.6, 6.7 and 6.8. In no
event shall any Program Grant exceed seventy percent (70%) of the Program Source
Funds available for that year's Program Grant.
6.1. Attainment of Real Property Commitment and Personal Property
Commitment(20%).
Provided that the City is able to verify that both the Real Property
Commitment set forth in Section 4.2 and the Personal Property Commitment set
forth in Section 4.3 were met, each annual Program Grant will include twenty
percent (20%) of the Program Source Funds available for that year's Program
Grant(the"Base Grant Percentage").
6.2. Fort Worth Construction Spending Commitment(Up to 5%).
A percentage of each Program Grant will be based on the extent to which
the Fort Worth Construction Spending Commitment, as outlined in Section 4.4,
was met (the "Fort Worth Construction Percentage"). The Fort Worth
Construction Percentage will equal the product of five percent (5%) multiplied by
the percentage by which the Fort Worth Construction Spending Commitment was
met, which will be calculated by dividing the actual Construction Costs expended
for the Required Improvements by the Completion Date with Fort Worth
Companies by the number of dollars comprising the Fort Worth Construction
Spending Commitment, as determined in accordance with Section 4.4. For
example, if Company expended or caused to be expended $1,500,000.00 in
Construction Costs for the Required Improvements, the Fort Worth Construction
Spending Commitment would be $375,000.00 (25% of $1,500,000.00). If only
$262,500.00 in Construction Costs for the Required Improvements were
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expended for the Required Improvements by the Completion Date with Fort
Worth Companies, the Fort Worth Construction Percentage would be 3.5%
instead of 5% (or .05 x [$262,500.00/$375,000.00],or .05 x .70, or .035). If the
Fort Worth Construction Spending Commitment was met or exceeded, the Fort
Worth Construction Percentage will be five percent(5%).
6.3. M/WBE Construction Spending Commitment(5%).
A percentage of each Program Grant will be based on the extent to which
the M/WBE Construction Spending Commitment, as outlined in Section 4.5, was
met (the "M/WBE Construction Percentage"). The M/WBE Construction
Percentage will equal the product of five percent (5%) multiplied by the
percentage by which the M/WBE Construction Spending Commitment was met,
which will be calculated by dividing the actual Construction Costs expended for
the Required Improvements by the Completion Date with Fort Worth Certified
M/WBE Companies by the number of dollars comprising the M/WBE
Construction Spending Commitment, as determined in accordance with Section
4.5. If the M/WBE Construction Spending Commitment was met or exceeded,
the M/WBE Construction Percentage will be five percent(5%).
6.4. Overall Employment Commitment(Up to 20%).
Each annual Program Grant will include a percentage of the Program
Source Funds available for that year's Program Grant that is based on Company's
compliance with the Overall Employment Commitment in the previous calendar
year, as outlined in Section 4.6 (the "Overall Employment Percentage"). The
Overall Employment Percentage for each Program Grant will equal the product of
twenty percent (20%) multiplied by the percentage by which the Overall
Employment Commitment was met in the previous calendar year, which will be
calculated by dividing the actual number of Full-time Jobs provided and filled on
the Development Property in the previous calendar year by the applicable number
of Full-time Jobs constituting the Overall Employment Commitment for the
previous calendar year, as outlined in Section 4.6. For example, the Overall
Employment Commitment for 2014 is 150 Full-time Jobs. If only 120 Full-time
Jobs were provided and filled on the Development Property in 2014, the Overall
Employment Percentage for the Program Grant payable in 2015 would be 16%
instead of 20% (or .20 x [150/1201), or .20 x .80, or .16. If the Overall
Employment Commitment is met or exceeded in any given year, the Overall
Employment Percentage applicable to the Program Grant payable in the following
year will equal twenty percent(20%).
6.5. Fort`v`doi=tii Empioyrrent Commitment (Up to 10%).
Each annual Program Grant will include a percentage of the Program
Source Funds available for that year's Program Grant that is based on Company's
compliance with the Fort Worth Employment Commitment in the previous
Page 14
Economic Development Program Agreement
between City of Fort Worth and Private National Mortgage Acceptance Company,LLC(PcnnyMac)
calendar year, as outlined in Section 4.7 (the "Fort Worth Employment
Percentage"). The Fort Worth Employment Percentage for each Program Grant
will equal the product of ten percent (10%) multiplied by the percentage by which
the Fort Worth Employment Commitment was met in the previous calendar year,
which will be calculated by dividing the actual number of Full-time Jobs provided
on the Development Property that were filled by Fort Worth Residents in the
previous calendar year by the applicable number of Full-time Jobs constituting the
Fort Worth Employment Commitment for the previous calendar year, as outlined
in Section 4.7. For example, if 180 Full-time Jobs were provided and filled on the
Development Property in 2014, pursuant to Section 4.7.1 the Fort Worth
Employment Commitment for 2014 would be 36 Full-time Jobs (20% of 180 Full-
time Jobs). However, if only 30 Full-time Jobs provided on the Development
Property in 2014 were filled with Fort Worth Residents, the Fort Worth
Employment Percentage for the Program Grant payable in 2015 would be 8.333%
instead of 10% (or .10 x [30/36]), or .10 x .8333, or .08333. If the Fort Worth
Employment Commitment is met or exceeded in any given year, the Fort Worth
Employment Percentage applicable to the Program Grant payable in the following
year will equal ten percent (10%).
6.6. Central City Employment Commitment(Up to 5%).
Each annual Program Grant will include a percentage of the Program
Source Funds available for that year's Program Grant that is based on Company's
compliance with the Central City Employment Commitment in the previous
calendar year, as outlined in Section 4.8 (the "Central City Employment
Percentage"). The Central City Employment Percentage for each Program Grant
will equal the product of five percent (5%) multiplied by the percentage by which
the Central City Employment Commitment was met in the previous calendar year,
which will be calculated by dividing the actual number of Full-time Jobs provided
on the Development Property that were filled by Central City Residents in the
previous calendar year by the applicable number of Full-time Jobs constituting the
Central City Employment Commitment for the previous calendar year, as outlined
in Section 4.8. For example, if 650 Full-time Jobs were provided and filled on the
Development Property in 2016, pursuant to Section 4.8.2 the Central City
Employment Commitment for 2016 would be 78 Full-time Jobs (5% of 650 Full-
time Jobs). However, if only 72 Full-time Jobs provided on the Development
Property in 2016 were filled with Central City Residents, the Central City
Employment Percentage for the Program Grant payable in 2017 would be 4.737%
instead of 5% (or .05 x [72/761), or .05 x .9473, or .04736. If the Central City
Employment Commitment is met or exceeded in any given year, the Central City
Employment Percentage applicable to the Program Grant payable in the following
year will equal five percent(5%).
Page 15
Economic Development Program Agreement
between City of Fort Worth and Private National Mortgage Acceptance Company,LLC(PennyMac)
6.7. Fort Worth Supply and Service Spending(Up to 2.5%).
Each annual Program Grant will include a percentage of the Program
Source Funds available for that year's Program Grant that is based on Company's
compliance with the Fort Worth Supply and Service Spending Commitment in the
previous calendar year, as outlined in Section 4.9 (the "Fort Worth Supply and
Service Percentage"). The Fort Worth Supply and Service Percentage for each
Program Grant will equal the product of two and one-half percent (2.5%)
multiplied by the percentage by which the Fort Worth Supply and Service
Commitment was met in the previous calendar year, which will be calculated by
dividing the amount of Supply and Service Expenditures made with Fort Worth
Companies in the previous calendar year by the applicable dollar amount
constituting the Fort Worth Supply and Service Commitment for the previous
calendar year, as outlined in Section 4.9. For example, if Company expended
$30,000.00 in Supply and Service Expenditures in a given year, pursuant to
Section 4.9 the Fort Worth Supply and Service Commitment for that year would
be $6,000.00 (20% of$30,000.00). However, if Company made only $5,100.00
in Supply and Service Expenditures with Fort Worth Companies in that year, the
Fort Worth Supply and Service Percentage for the Program Grant payable in the
following year would be 2.125% instead of 2.5% (or .025 x [$5,100/$6,000]), or
.025 x .85, or .02125. If the Fort Worth Supply and Service Commitment is met
or exceeded in any given year, the Fort Worth Supply and Service Percentage
applicable to the Program Grant payable in the following year will equal two and
one-half percent(2.5%).
6.8. Fort Worth M/WBE Supply and Service Spending(Up to 2.5%).
Each annual Program Grant will include a percentage of the Program
Source Funds available for that year's Program Grant that is based on Company's
compliance with the M/WBE Supply and Service Spending Commitment in the
previous calendar year, as outlined in Section 4.10 (the "M/WBE Supply and
Service Percentage"). The M/WBE Supply and Service Percentage for each
Program Grant will equal the product of two and one-half percent (2.5%)
multiplied by the percentage by which the M/WBE Supply and Service
Commitment was met in the previous calendar year, which will be calculated by
dividing the amount of Supply and Service Expenditures made with Fort Worth
Certified M/WBE Companies in the previous calendar year by the applicable
dollar amount constituting the M/WBE Supply and Service Commitment for the
previous calendar year, as outlined in Section 4.10. If the M/WBE Supply and
Service Commitment is met or exceeded in any given year, the M/WBE Supply
and Service Percentage applicable to the Program Grant payable in the following
year will equal two and one-half percent(2.5%).
Page 16
Economic Development Program Agreement
between City of Fort Worth and Private National Mortgage Acceptance Company,LLC(PennyMac)
6.9. No Offsets.
A deficiency in attainment of one commitment may not be offset by the
exceeding attainment of another commitment. For example, if in a given year the
Central City Employment Commitment failed to be met by six (6) Full-time Jobs,
but the Fort Worth Employment Commitment was exceeded by six (6) Full-time
Jobs, the Central City Employment Percentage applicable to the Program Grant
payable in the following year would still be reduced in accordance with Section
6.6 on account of the failure to meet the Central City Employment Commitment.
6.10. Deadline for Payments and Source of Funds.
The first Program Grant payable hereunder shall be paid by the City on or
before June 1, 2015. Each subsequent annual Program Grant payment will be
made by the City to Company on or before June 1 of the year in which such
payment is due. It is understood and agreed that all Program Grants paid pursuant
to this Agreement shall come from currently available general revenues of the
City and not directly from ad valorem taxes on the Development Property or
improvements thereon or on New Taxable Tangible Personal Property that are
received by the City. Company 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 Company.
7. ADDITIONAL 380 PROGRAM BENEFITS.
7.1. Fee Credit.
Company has paid an economic development incentive application fee of
$5,000.00. From this fee, the City will give Company a credit of$3,000.00 that
Company may apply toward any fees charged by the City in connection with the
Required Improvements on or before December 31, 2014. After December 31,
2014, any unused balance of this credit will be refunded to Company within thirty
(30) days following receipt of a written request from Company.
7.2. Waiver of Certain Fees After Fee Credit Exhausted.
Company and its contractors will be required to apply for and receive all
permits and other licenses and certificates required by the City with respect to
construction of the Required Improvements. However, as further consideration
for the public purposes that will be achieved from construction of the Required
Improvements and as part of the 380 Program hereunder, unless otherwise
Page 17
Economic Development Program Agreement
between City of Fort Worth and Private National Mortgage Acceptance Company,LLC(PennyMac)
prohibited by applicable law, ordinance, rule or regulation, and provided that
Company has fully used the entire $3,000.00 fee credit set forth in Section 7.1, the
City agrees to waive the following fees related to the Required Improvements that
would otherwise be charged by the City at any time on or before December 31,
2014: (i) all building permit, plan review, inspection, and re-inspection fees; (ii)
all zoning fees; (iii) all temporary encroachment fees; (iv) all platting fees; and (v)
all fire, sprinkler, and alarm permit fees. All other fees charged or assessed by the
City in accordance with applicable federal, state and local laws, ordinances, rules
and regulations, including, but not limited to, transportation impact fees and water
and sewer impact fees, are not waived hereunder and shall be fully payable by
Company and its contractors.
8. DEFAULT, TERMINATION AND FAILURE BY COMPANY TO MEET
VARIOUS DEADLINES AND COM1`.�ITMENTS.
8.1. Failure to Meet Real Property Commitment or Personal Property
Commitment.
Notwithstanding anything to the contrary herein, the City shall have the
right to terminate this Agreement immediately upon provision of written notice to
Company, without further obligation to Company hereunder, if the Real Property
Commitment, as outlined in Section 4.2, or the Personal Property Commitment,
as outlined in Section 4.3, are not met.
8.2. Failure to Use Development Property for Business Purr-poses.
If Company fails to use the Development Property as a financial services
facility for Company's business operations 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 Company's temporary displacement caused by a casualty to
the Development Property and resulting ongoing repairs or restoration to the
Development Property necessitated by such casualty), Company shall be in
default under this Agreement and Section 8.6 shall apply.
8.3. No Default for Amendment of Lcase.
If the Lease is amended or interpreted by the parties thereto in any way, or
any other arrangement is instituted between the parties, so that at any time during
a given Twelve-Month Period Company is not required to pay or reimburse to the
landlord all real property taxes on the Development Property and all
improvements thereon, an event of default shall not occur under this Agreement,
but, in accordance with the definition of "Program Source Funds" set forth in
Section 2, the Program Source Funds available for the Program Grant payable in
the same year as the year in which such Twelve-Month Period ends shall equal
only the Development Personal Property Tax Revenues received by the City
Page 18
Economic Development Program Agreement
between City of Fort Worth and Private National Mortgage Acceptance Company,LLC(PennyMac)
during that Twelve-Month Period, and all Development Real Property Tax
Revenues received by the City during that Twelve-Month Period shall be
excluded from the calculation of that Program Grant and may be used by the City
for any other lawful purpose.
8.4. No Default for Failure to Meet Fort Worth and M/WBE Construction
Spending Commitments,Employment Commitments or Supply and
Service Spending Commitments.
If the Fort Worth Construction Spending Commitment or the M/WBE
Construction Spending Commitment are not met, or the Overall Employment
Commitment, the Fort Worth Employment Commitment, the Central City
Employment Commitment, the Fort Worth Supply and Service Spending
Commitment, or the M/WBE Supply and Service Spending Commitment are not
met in any given year, such failure shall not constitute a default hereunder or
provide the City with the right to terminate this Agreement, but, rather, shall only
cause the amount of the Program Grant that the City is required to pay in the
following year to be reduced in accordance with this Agreement.
8.5. Failure to Submit Reports.
If Company fails to submit any report required by and in accordance with
Section 4.11, the City's obligation to pay any Program Grants at the time, if any,
shall be suspended until Company has provided all required reports; provided,
however, that if any report required hereunder is delinquent by more than one (1)
year, Section 8.6 shall apply.
8.6. General Breach.
Unless stated elsewhere in this Agreement, Company shall be in default
under this Agreement if Company breaches any term or condition of this
Agreement. In the event that such breach remains uncured after thirty (30)
calendar days following receipt of written notice from the City referencing this
Agreement (or, if Company has diligently and continuously attempted to cure
following receipt of such written notice but reasonably requires more than thirty
(30) calendar days to cure, then such additional amount of time as is reasonably
necessary to effect cure, as determined by both parties mutually and in good
faith), the City shall have the right to terminate this Agreement immediately by
providing written notice to Company. Except as provided in Section 8.7,
Company shall not be required to repay to the City any Program Grants already
received under this Agreement as a result of Company's breach of the Agreement
or a termination of this Agreement pursuant to this Section.
Page 19
Economic Development Program Agreement
between City of Fort Worth and Private National Mortgage Acceptance Company,LLC(PennyMac)
8.7. Knowing Employment of Undocumented Workers.
Company acknowledges that the City is required to comply with Chapter
2264 of the Texas Government Code, enacted by House Bill 1196 (80th Texas
Legislature), which relates to restrictions on the use of certain public subsidies.
Company hereby certifies that Company, and any branches, divisions, or
departments of Company, does not and will not knowingly employ an
undocumented worker, as that term is defined by Section 2264.001(4) of the
Texas Government Code. In the event that Company, or any branch, division, or
department of Company, is convicted of a violation under 8 U.S.C. Section
1324a(l) (relating to federal criminal penalties and injunctions for a pattern or
practice of employing unauthorized aliens):
• if such conviction occurs during the Term of this Agreement, this
Agreement shall terminate contemporaneously upon such conviction
(subject to any appellate rights that may lawfully be available to and
exercised by Company) and Company shall repay, within one hundred
twenty (120) calendar days following receipt of written demand from the
City, the aggregate amount of the Program Grants received by Company
hereunder, if any,plus Simple Interest at a rate of four percent (4%)per
annum;or
• if such conviction occurs after expiration or termination of this
Agreement, subject to any appellate rights that may lawfully be available
to and exercised by Company, Company shall repay, within one hundred
twenty (120) calendar days following receipt of written demand from the
City, the aggregate amount of the Program Grants received by Company
hereunder, if any,plus Simple Interest at a rate of four percent (4%)per
annum.
For the purposes of this Section 8.7, "Simple Interest' is defined as a rate of
interest applied only to an original value, in this case the aggregate amount of
Program 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 8.7 does not
apply to convictions of any subsidiary or affiliate entity of Company, by any
franchisees of Company, or by a person or entity with whom Company contracts.
Notwithstanding anything to the contrary herein, this Section 8.7 shall survive the
expiration or termination of this Agreement.
Page 20
Economic Development Program Agreement
between City of Fort Worth and Private National Mortgage Acceptance Company,LLC(PennyMac)
9. INDEPENDENT CONTRACTOR.
It is expressly understood and agreed that Company shall operate as an
independent contractor in each and every respect hereunder and not as an agent,
representative or employee of the City. Company shall have the exclusive right to
control all details and day-to-day operations relative to the Required Improvements and
the Development Property and any improvements thereon and shall be solely responsible
for the acts and omissions of its officers, agents, servants, employees, contractors,
subcontractors, licensees and invitees. Company acknowledges that the doctrine of
respondeat superior will not apply as between the City and Company, its officers, agents,
servants, employees, contractors, subcontractors, licensees, and invitees. Company
further agrees that nothing in this Agreement will be construed as the creation of a
partnership or joint enterprise between the City and Company.
10. FORCE MAJEURE.
If Company gives written notice to the City that Company cannot perform one or
more of Company's obligations because of an event of force majeure within thirty (30)
calendar days of the occurrence of the event of force majeure, Company's obligations
shall be suspended in whole or in part for the time and to the extent reasonably necessary
to allow Company to overcome the event of force majeure and resume performance
thereof. If there is an event of force majeure, then the time period to which benefits
apply under this Agreement shall be adjusted if necessary to provide Company the
benefits Company would have received in the absence of the event of force majeure. For
purposes of this provision, "force majeure" means lightning, earthquakes, hurricanes,
storms, floods, or other natural occurrence; strikes, lockouts, riots, wars, or other civil
disturbances; or explosions, fires, or similar accidents not reasonably within the control
of Company or Company's agents or contractors, with the understanding that the inability
to obtain adequate financing to fund any of Company's obligations or commitments
under this Agreement does not constitute an event of"force majeure."
11. INDEMNIFICATION.
COMPANY, AT NO COST TO THE CITY, AGREES TO DEFEND,
INDEMNIFY AND HOLD THE CITY, ITS OFFICERS, AGENTS SERVANTS AND
EMPLOYEES, HARMLESS AGAINST ANY AND ALL CLAIMS, LAWSUITS,
ACTIONS, COSTS AND EXPENSES OF ANY FIND, INCLUDING, BUT NOT
LIMITED TO, THOSE FOR PROPERTY DAMAGE OR LOSS (INCLUDING
ALLEGED DAMAGE OR LOSS TO COMPANY'S BUSINESS AND ANY
RESULTING LOST PROFITS) AND/OR PERSONAL INJURY, INCLUDING
DEATH, THAT MAY RELATE TO, ARISE OUT OF OR BE OCCASIONED BY (i)
COMPANY'S BREACH OF ANY OF THE TERMS OR PROVISIONS OF THIS
AGREEMENT OR (ii) ANY NEGLIGENT ACT OR OMISSION OR INTENTIONAL
MISCONDUCT OF COMPANY, ITS OFFICERS, AGENTS, ASSOCIATES,
Page 21
Economic Development Program Agreement
between City of Fort Worth and Private National Mortgage Acceptance Company,LLC(PennyMac)
EMPLOYEES, CONTRACTORS (OTHER THAN THE CITY) OR
SUBCONTRACTORS, RELATED TO THE REQUIRED IMPROVEMENTS AND
ANY OPERATIONS AND ACTIVITIES ON THE DEVELOPMENT PROPERTY OR
OTHERWISE TO THE PERFORMANCE OF THIS AGREEMENT.
12. NOTICES.
All written notices called for or required by this Agreement shall be addressed to
the following, or such other party or address as either party designates in writing, by
certified mail,postage prepaid, or by hand delivery:
City: Company:
City of Fort Worth PennyMac
Attn: City Manager Attn: Corporate Real Estate
1000 Throckmorton 6101 Condor Drive
Fort Worth, TX 76102 Moorpark, CA 93021
with copies to: with a copy to:
the City Attorney and PennyMac
Economic/Community Development Attn: General Counsel
Director at the same address 6101 Condor Drive
Moorpark, CA 93021
13. ASSIGNMENT AND SUCCESSORS.
Company may at any time assign, transfer or otherwise convey any of its rights or
obligations under this Agreement to an Affiliate without the approval of the City so long
as Company, the Affiliate and the City first execute an agreement under which the
Affiliate agrees to assume and be bound by all covenants and obligations of Company
under this Agreement. Otherwise, Company may not assign, transfer or otherwise convey
any of its rights or obligations under this Agreement to any other person or entity without
the prior consent of the City Council, which consent shall not be unreasonably withheld,
conditioned on (i) the prior approval of the assignee or successor and a finding by the City
Council that the proposed assignee or successor is financially capable of meeting the terms
and conditions of this Agreement and (ii) prior execution by the proposed assignee or
successor of a written agreement with the City under which the proposed assignee or
successor agrees to assume and be bound by all covenants and obligations of Company
under this Agreement. Any attempted assignment without the City Council's prior consent
shall constitute grounds for termination of this Agreement following ten (10) calendar days
of receipt of written notice from the City to Company. Any lawful assignee or successor in
interest of Company of all rights under this Agreement shall be deemed "Company" for all
purposes under this Agreement.
Page 22
Economic Development Program Agreement
between City of Fort Worth and Private National Mortgage Acceptance Company,LLC(PennyMac)
14. 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.
15. GOVERNMENTAL POWERS.
It is understood that by execution of this Agreement, the City does not waive or
surrender any of it governmental powers or immunities.
16. 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 shall not constitute a waiver
of that party's right to insist upon appropriate performance or to assert any such right on
any future occasion.
17. VENUE AND JURISDICTION.
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 shall 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 shall be construed in accordance with the
laws of the State of Texas.
18. NO THIRD PARTY RIGH'T'S.
The provisions and conditions of this Agreement are solely for the benefit of the
City and Company, and any lawful assign or successor of Company, and are not intended
to create any rights, contractual or otherwise, to any other person or entity.
19. INTERPRETATION.
In the event of any dispute over the meaning or application of any provision of
this Agreement, this Agreement shall be interpreted fairly and reasonably, and neither
more strongly for or against any party, regardless of the actual drafter of this Agreement.
Page 23
Economic Development Program Agreement
between City of Fort Worth and Private National Mortgage Acceptance Company,LLC(PennyMac)
20. CAPTIONS.
Captions and headings used in this Agreement are for reference purposes only and
shall not be deemed a part of this Agreement.
21. SEVERABILITY.
If any provision of this Agreement is held to be invalid, illegal or unenforceable,
the validity, legality and enforceability of the remaining provisions shall not in any way
be affected or impaired.
22. ENTIRETY OF AGREEMENT.
This Agreement, including any exhibits attached hereto and any documents
incorporated herein by reference, contains the entire understanding and agreement
between the City and Company, and any lawful assign and successor of Company, as to
the matters contained herein. Any prior or contemporaneous oral or written agreement is
hereby declared null and void to the extent in conflict with any provision of this
Agreement. Notwithstanding anything to the contrary herein, this Agreement shall 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.
23. COUNTERPARTS.
This Agreement may be executed in multiple counterparts, each of which shall be
considered an original,but all of which shall constitute one instrument.
EXECUTED as of the last date indicated below:
Page 24
Economic Development Program Agreement
between City of Fort Worth and Private National Mortgage Acceptance Company,LLC(PennyMac)
CITY OF FORT WORTH: PRIVATE NATIONAL MORTGAGE
ACCEPTANCE COMPANY, LLC,
a Delaware limited liability company
doing business as PennyMae:
By:_ A 11�4
Fernando Costa Name: A4Tt,.t cK .84-i7o�
Assistant City Title: S.✓A — eo,.A �� EJ"'➢ ` /'a r,�
Date: -9
// Date: 9-3-I9
—/—
APPROVED AS TO FORM AND LEGALITY:
By:
Peter Vaky
Deputy City Attorney
M&C: C-26572 11-19-13
hoe 0
8 0 `
id P. Gonzales,As City S ° 0,°0
00 0000
FOFFICIALRECORD
Page 25 RETARY
Economic Development Program Agreement TH TX
between City of Fort Worth and Private National Mortgage Acceptance Company,LLC(PennyMac) !
EXHIBITS
"A" —Description and Map Depicting the Development Property
"B"—Description of Required Improvements
"C"—Lease Terms
"D"—Map of Central City
Economic Development Program Agreement
between City of Fort worth and Private National Mortgage Acceptance Company,LLC(PennyMac)
FORT WORTH 14800 Trinity Blvd
Fort Worth, Texas 76155
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Copyright 2013 City of Fort Worth.Unauthorized reproduction is a violation of applicable laws.This product is-for informational purposes and may not have been prepared
for or be suitable for legal,engineering,or surveying purposes.It does not represent an on-the-ground survey and represents only the approximate relative location of property
boundaries.The City of Fort Worth assumes no responsibility for the accuracy of said data.
EXHIBIT "B"
DESCRIPTION OF THE REQUIRED IMPROVEMENTS
The Company has leased approximately 73,110 square feet of office space within the city
of Fort Worth.
REAL PROPERTY IMPROVEMENTS
The Company has and will perform significant tenant improvements to the existing
building to make the building functional and aesthetically appropriate for the Company's
operations.
BUSINESS PERSONAL PROPERTY IMPROVEMENTS
The Company will purchase office furniture, telecommunications equipment, computer
equipment, printers, and other FF&E including a large self-contained generator that
Company has the right and desire to take at the end of the lease term.
EXHIBIT "C"
Lease Abstract
Lease: Lease Agreement between Centreport
Properties, LLC and Private National Mortgage
Acceptance Company, LLC dated as of January
14, 2014
Lessor: Centreport Properties, LLC.
Lessee: Private National Mortgage Acceptance Company,
LLC
Premises: 14800 Trinity Blvd. Fort Worth, Texas
Lease Term: 70 full calendar months
Lease Commencement Date: Retroactive to September 1, 2013
Options to Extend: One (5) five year option
Real Estate Taxes: All real estate taxes are paid by Lessor and
reimbursed by Lessee. Personal Property tax is
paid directly by Lessee.
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Legend IFORT WORTH Updated 08/27/2014
O Central City Boundary
Zip Codes
CDBG Eligible Area lousing and Economic Development N
C> Cityl-imit CDBG Eligible Areas & Central City
M&C Review Page I of 3
CITY COUNCIL AGENDA FORT�TII
COUNCIL ACTION: Approved on 11/19/2013
DATE: 11/19/2013 REFERENCE C-26572 LOG NAME: 17PENNYMAC380
NO..
CODE: C TYPE: CONSENT HEARING:
NO
SUBJECT: Authorize Execution of Economic Development Program Agreement with Private National
Mortgage Acceptance Company, LLC d/b/a PennyMac, or an Affiliate for the Expansion
and Renovation of Improvements Located at 14800 Trinity Boulevard for a New Financial
Services Facility and Approve Certain Fee Waivers Associated with the Project(COUNCIL
DISTRICT 5)
RECOMMENDATION:
It is recommended that the City Council:
1. Authorize the execution of an Economic Development Program Agreement with Private National
Mortgage Acceptance Company, LLC d/b/a PennyMac, or an affiliated entity for the expansion and
renovation of improvements located at 14800 Trinity Boulevard for a new financial services facility;
and
2. Approve the waiver of certain development fees related to this project.
DISCUSSION:
The Housing and Economic Development Department is proposing a 10-year Economic
Development Program Agreement (Agreement), with Private National Mortgage Acceptance
Company, LLC d/b/a PennyMac (Company), or an affiliated entity, as authorized by Chapter 380,
Texas Local Government Code.
Project:
Company is a leading national financial services firm specialized in residential lending and servicing
of loans. As part of Company's plans to expand into Texas, Company wishes to lease 125,000
square feet at 14800 Trinity Boulevard for the expansion and renovation of existing improvements at
the site into a new financial services facility. Company's plans to establish this facility is contingent
upon receipt of economic development grants under the proposed Agreement.
Under the Agreement, Company must invest a minimum amount of $1,500,000.00 in real property
improvements at the site and locate a minimum amount of $1,800,000.00 in non-inventory, non-
supply personal property on the site by December 31, 2014. Business personal property is personal
property that (i) is subject to ad valorem taxation by the City, (ii) is located on the property, (iii) is
owned or leased by Company, and (iv) was not located in the City prior to the effective date of the
Agreement.
Failure to meet the real and business personal property investment levels above is a condition of
default and will result in immediate termination of the Agreement.
Utilization of Fort Worth Companies and Fort Worth Certified MMIBE Businesses (Real Property
Improvements):
Company must spend a minimum of 25 percent of all construction costs in making the real property
improvements with contractors that are Fort Worth companies. Company must also spend a
minimum 25 percent of all construction costs with contractors that are Fort Worth Certified
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Minority/Women-Owned Business Enterprise, (M/WBE) companies with the understanding that
dollars spent with Fort Worth Certified M/WBE companies will also count as dollars spent with Fort
Worth companies.
Employment Commitments:
Company must employ a minimum of 150 Full-Time Employees (FTEs) on the property by December
31, 2014 and a minimum of 600 FTEs on the property by December 31, 2015 and throughout the
remainder of the term. Twenty percent of all FTEs must be Fort Worth residents and 12 percent of all
FTEs must be Fort Worth Central City residents.
Utilization of Fort Worth Companies and Fort Worth Certified M/WBE Businesses (Supply and
Services):
Company must spend the greater of $20,000.00 or 20 percent of annual discretionary supply and
service expenditures with contractors that are Fort Worth contractors and the greater of $20,000.00
or 20 percent of annual discretionary service and supply expenditures with contractors that are Fort
Worth Certified M/WBE contractors with the understanding that dollars spent with Fort Worth Certified
M/ BE companies will also count as dollars spent with Fort Worth companies.
Supply and Service Expenditures means all expenditures by the Company expended directly for the
operation and maintenance of the development, excluding amounts paid for electric, gas, wafer and
any other utility services. Supply and service expenditures do not include expenditures for temporary
direct labor at the facility.
City Commitments:
In return for meeting the above commitments, the City will pay Company 10 annual economic
development program grants equal to a maximum of 70 percent of the City's tax revenues from the
incremental increase in the value of real property improvements and new business personal property
at the site. Except for cases of default, failure to meet a particular commitment will result in a
reduction to the grant amount that Company is entitled to receive in a given year based on the value
assigned to the commitment in accordance with the following chart:
Company Commitment Grant
Value
Real and Personal Property Investment Base Commitment 20 percent
Fort Worth Contractors 5 percent
Fort Worth M/WBE Contractors 5 percent
Overall Employment 20 percent
Employment of Fort Worth Residents 10 percent
Employment of Fort Worth Central City Residents 5 percent
Utilization of Fort Worth Companies for Supplies and Services 2.5 percent
Utilization of Fort Worth M/WBE Companies for Supplies and 2.5 percent
Services
TOTAL 70 percent
Fee Waivers:
As part of the economic development program established, pursuant to the Agreement, the City will
waive the following fees related to the project that would otherwise be charged by the City at any time
prior to December 31, 2014: (i) all building permit, plan review, inspection, and re-inspection fees, (ii)
all zoning fees, (iii) all temporary encroachment fees, (iv) all platting fees, and (v) all fire, sprinkler,
and alarm permit fees. All other fees charged or assessed by the City, in accordance with applicable
federal, state and local laws, ordinances, rules and regulations, including, but not limited to,
transportation impact fees and water and sewer impact fees are not waived and shall be fully
payable.
The project is located in COUNCIL DISTRICT 5, Mapsco 56V.
FISCAL INFORMATION/CERTIFICATION:
The Financial Management Services Director certifies that this action will not increase the total
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appropriations on City funds.
TO Fund/Account/Centers FROM Fund/Account/Centers
Submitted for City Manager's Office by: Fernando Costa (6122)
Originating Department Head: Jesus Chapa (5804)
Additional Information Contact: Robert Sturns (212-2663)
ATTACHMENTS
14800 Trinity Reference Map.pdf
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