THE STATE OF TEXAS CHAPTER 380 PROGRAM AGREEMENT FOR ECONOMIC DEVELOPMENT COUNTY OF TARRANT INCENTIVES THIS AGREEMENT is entered into by and between G

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9 THE STATE OF TEXAS CHAPTER 380 PROGRAM AGREEMENT FOR ECONOMIC DEVELOPMENT COUNTY OF TARRANT INCENTIVES THIS AGREEMENT is entered into by and between GREYSTAR GP II, LLC, a Delaware limited liability company (hereafter referred to as DEVELOPER ), and THE BOARD OF DIRECTORS OF TAX INCREMENT REINVESTMENT ZONE NUMBER ONE, CITY OF ARLINGTON, TEXAS (hereafter referred to as TIF BOARD ). DEVELOPER and TIF BOARD may be referred to jointly herein as the Parties and individually as a Party. W I T N E S S E T H: WHEREAS, TIF BOARD has found that providing a program consisting of a grant of funds to DEVELOPER in exchange for DEVELOPER S completion of the project proposed by DEVELOPER will promote local economic development and stimulate business and commercial activity and create jobs within the City of Arlington (hereafter referred to as PROGRAM ); and WHEREAS, TIF BOARD has determined that the PROGRAM will directly establish a public purpose and that all transactions involving the use of public funds and resources in the establishment and administration of the PROGRAM contain controls likely to ensure that the public purpose is accomplished; and WHEREAS, the City Council of the City of Arlington, Texas (the CITY ) has adopted Resolution Number, approved on 2014, which authorizes this Agreement; and WHEREAS, Chapter 380 of the Texas Local Government Code and Section of the Texas Tax Code provides statutory authority for establishing and administering the PROGRAM provided herein; NOW THEREFORE, The TIF BOARD and DEVELOPER, for and in consideration of the mutual covenants and promises contained herein, do hereby agree, covenant and contract as set forth below: Section 1. Term The term of this Agreement shall begin upon the execution hereof by both Parties and end upon the earlier of payment of reimbursement by TIF BOARD to DEVELOPER pursuant to Section 4 of this Agreement, or earlier termination due to default as provided herein (the Term ).

10 Section 2. General Provisions A. The Project is not in an improvement project financed by tax increment bonds. B. The Premises are not owned or leased by any member of the City Council or any member of the Planning and Zoning Commission of the City. Section 3. Improvement Conditions and Requirements Payment of the incentive described in Section 4 is subject to the following conditions: A. DEVELOPER shall improve the property, more fully described in Exhibit A (the Property ), by completing the construction of the student housing project more fully described in Exhibit B (the Private Development ), and obtaining an initial certificate of occupancy for the Private Development by August 31, 2016, subject to Force Majeure. Such date may be extended upon written approval by the TIF BOARD. B. During the Term of this Agreement, DEVELOPER shall not allow the ad valorem taxes owed to CITY on the Property, or any property owned by DEVELOPER and located within the City of Arlington, to become delinquent beyond the date when due, as such date may be extended to allow for protest of value or appeal; nor shall DEVELOPER fail to render for taxation any property owned by DEVELOPER and located within the City of Arlington. C. DEVELOPER covenants and certifies that DEVELOPER does not and will not knowingly employ an undocumented worker as that term is defined by Section (4) of the Texas Government Code. In accordance with Section of the Texas Government Code, if DEVELOPER is convicted of a violation under 8 U.S.D. Section 1324a(f), DEVELOPER shall repay to the TIF BOARD the full amount of the Grant made under Section 4 of this Agreement, plus 10% per annum from the date the Grant was made. Repayment shall be paid within 120 days after the date DEVELOPER receives notice of violation from the TIF BOARD. Section 4. Incentives In exchange for DEVELOPER S completion and compliance with the requirements set forth in Section 3 above, the TIF BOARD shall reimburse DEVELOPER an amount not to exceed $179,720 (One Hundred Seventy-Nine Thousand Seven Hundred Twenty Dollars) for actual and documented expenditures by DEVELOPER for roadway, water and/or sewer impact fees paid to CITY in connection with the Private Development, within 30 days following issuance of a certificate of occupancy for the Private Development and receipt of a written request for reimbursement from DEVELOPER. (2)

11 Section 5. Breach A. Breach - A breach of this Agreement may result in termination or modification of this Agreement. The following conditions shall constitute a breach of this Agreement: DEVELOPER fails to meet the Conditions and Requirements as specified in Section 3. A., B., and C. above. B. Notice of Breach - In the event that TIF BOARD makes a reasonable determination that DEVELOPER has breached this Agreement, then TIF BOARD shall give DEVELOPER written notice of such. DEVELOPER has sixty (60) days following receipt of said written notice to reasonably cure such breach, or this Agreement may be terminated by TIF BOARD. Notice of breach shall be in writing and shall be delivered by personal delivery or certified mail to DEVELOPER at its address provided in Section 6 of this Agreement. Section 6. Notice Any notice required by this Agreement shall be deemed to be properly served if deposited in the U.S. mail by certified letter, return receipt requested, addressed to the recipient at the recipient s address shown below, subject to the right of either party to designate a different address by notice given in the manner just described. If intended for TIF BOARD, to: Board of Directors Tax Increment Reinvestment Zone Number One, City of Arlington, Texas c/o City of Arlington Post Office Box Arlington, Texas ATTN: Economic Development Manager Copy to: Office of the City Attorney The City of Arlington-MS # Post Office Box Arlington, Texas If intended for DEVELOPER, to: Greystar GP II, LLC c/o Greystar Real Estate Partners, LLC 18 Broad Street, Suite 300 Charleston, South Carolina (3)

12 ATTN: Shari Askins Section 7. Applicable Law This Agreement shall be construed under the laws of the State of Texas. Venue for any action under this Agreement shall be the State's District Court of Tarrant County, Texas. This Agreement is performable in Tarrant County, Texas. Section 8. Indemnification DEVELOPER AGREES TO DEFEND, INDEMNIFY AND HOLD THE TIF BOARD, ITS OFFICERS, AGENTS AND EMPLOYEES, AND THE CITY, ITS OFFICERS, AGENTS AND EMPLOYEES, HARMLESS AGAINST ANY AND ALL CLAIMS, LAWSUITS, JUDGMENTS, COSTS AND EXPENSES FOR PERSONAL INJURY (INCLUDING DEATH), PROPERTY DAMAGE OR OTHER HARM FOR WHICH RECOVERY OF DAMAGES IS SOUGHT THAT ARISE OUT OF OR ARE OCCASIONED BY DEVELOPER S BREACH OF ANY OF THE TERMS OR PROVISIONS OF THIS AGREEMENT, OR BY ANY NEGLIGENT ACT OR OMISSION OF DEVELOPER, ITS OFFICERS, AGENTS, ASSOCIATES, OR EMPLOYEES, IN THE PERFORMANCE OF THIS AGREEMENT; EXCEPT THAT THE INDEMNITY PROVIDED FOR IN THIS PARAGRAPH SHALL NOT APPLY TO ANY LIABILITY RESULTING FROM THE SOLE NEGLIGENCE OF TIF BOARD OR CITY OR THEIR RESPECTIVE OFFICERS, AGENTS, EMPLOYEES OR SEPARATE CONTRACTORS, AND IN THE EVENT OF JOINT AND CONCURRENT NEGLIGENCE OF BOTH DEVELOPER AND TIF BOARD, RESPONSIBILITY, IF ANY, SHALL BE APPORTIONED COMPARATIVELY IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, WITHOUT, HOWEVER, WAIVING ANY GOVERNMENTAL IMMUNITY AVAILABLE TO THE CITY AND TIF BOARD UNDER TEXAS OR FEDERAL LAW. THE PROVISIONS OF THIS PARAGRAPH ARE SOLELY FOR THE BENEFIT OF THE PARTIES HERETO AND NOT INTENDED TO CREATE OR GRANT ANY RIGHTS, CONTRACTUAL OR OTHERWISE, TO ANY OTHER PERSON OR ENTITY. Section 9. Force Majeure It is expressly understood and agreed by the Parties to this Agreement that if the performance of any obligations (other than monetary obligations) hereunder is delayed by reason of war, civil commotion, acts of God, inclement weather, governmental restrictions, regulations, or interferences, delays caused by the franchise utilities, fire or other casualty, court injunction, necessary condemnation proceedings, acts of the other party, its affiliates/related entities and/or their contractors, or any actions or inactions of third parties or other circumstances which are reasonably beyond the control of the Party obligated or permitted under the terms of this Agreement to do or perform the same, regardless of whether any such circumstance is similar to any of those enumerated or not ( Force Majeure ), the Party so obligated or permitted shall be excused from doing or (4)

13 performing the same during such period of delay, so that the time period applicable to such design or construction requirement shall be extended for a period of time equal to the period such party was delayed. Section 10. Board Representatives DEVELOPER understands and agrees that TIF BOARD, in its sole discretion, may appoint certain CITY staff members, a CITY department or another entity to serve as its representative in carrying out any or all of the responsibilities of TIF BOARD hereunder, and that references to TIF BOARD in this Agreement mean TIF BOARD in its entirety or any such designated representative. Section 11. Captions The captions to the various clauses to this Agreement are for informational purposes only and shall not alter the substances of the terms and conditions of this Agreement. Section 12. Legal Construction In case any one or more of the provisions contained in this Agreement shall for any reason by held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision thereof and this Agreement shall be considered as if such invalid, illegal, or unenforceable provision had never been contained in this Agreement. Section 13. Successors and Assigns The terms and conditions of this Agreement are binding upon the successors and assigns of all parties hereto. This Agreement shall not be assigned without prior TIF BOARD approval, which approval shall not be unreasonably withheld. Notwithstanding the foregoing, written approval of the TIF BOARD shall not be required for an assignment to an Affiliate of DEVELOPER. Affiliate of DEVELOPER as used herein, is defined as a parent, sister, partner, joint venture, or subsidiary entity of DEVELOPER; any entity in which DEVELOPER is a major shareholder, owns an equity interest, or is a joint venture or partner (whether general or limited). Section 14. Entire Agreement This Agreement embodies all of the agreements of the parties relating to its subject matter as specifically set out herein, supersedes all prior understandings and agreements regarding such subject matter, and may be amended, modified or supplemented only by an instrument or instruments in writing executed by the parties. [Signature Page Follows] (5)

14 EXECUTED THIS day of, 2014, by TIF BOARD, signing by and through its TIF BOARD Chairman. GREYSTAR GP II, LLC a Delaware limited liability company By: Name: Title: Date: THE BOARD OF DIRECTORS OF TAX INCREMENT REINVESTMENT ZONE NUMBER ONE, CITY OF ARLINGTON, TEXAS By: Name: ROBERT N. CLUCK Title: TIF BOARD CHAIRMAN (6)

15 THE STATE OF TEXAS GREYSTAR GP II, LLC COUNTY OF TARRANT Acknowledgment BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on this day personally appeared, known to me (or proved to me on the oath of or through (description of identity card or other document)) to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he/she executed same for and as the act and deed of GREYSTAR GP II, LLC and as thereof, and for the purposes and consideration therein expressed and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this the day of, My Commission Expires: Notary Public In and For The State of Texas Notary s Printed Name THE STATE OF TEXAS THE BOARD OF DIRECTORS OF TAX INCREMENT REINVESTMENT ZONE NUMBER ONE CITY OF ARLINGTON, TEXAS COUNTY OF TARRANT Acknowledgment BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on this day personally appeared ROBERT N. CLUCK, known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed same for and as the act and deed of THE BOARD OF DIRECTORS OF TAX INCREMENT REINVESTMENT ZONE NUMBER ONE, CITY OF ARLINGTON, TEXAS, and as the Chairman thereof, and for the purposes and consideration therein expressed and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this the day of, My Commission Expires: Notary Public In and For The State of Texas Notary s Printed Name (7)

16 EXHIBIT A PROPERTY APPROXIMATELY ACRES OF LAND WITH FRONTAGE ON WEST ABRAM STREET, PROCTOR PLACE, AND WEST MAIN STREET, AND COMMONLY KNOWN AS LOT 1, BLOCK 1 OF THE BYWATERS SUBDIVISION, ARLINGTON, TEXAS, WITH AN APPROXIMATE ADDRESS OF 815 WEST ABRAM STREET.

17 EXHIBIT B PRIVATE DEVELOPMENT A MULTI-FAMILY PROJECT DEVELOPED FOR STUDENT HOUSING CONSISTENT WITH THE DEVELOPMENT PLAN FOR THE PROPERTY (DP 13-5) APPROVED BY THE ARLINGTON CITY COUNCIL ON FEBRUARY 11, 2014 (ORDINANCE ), AS SUCH DEVELOPMENT PLAN MAY BE AMENDED BY THE CITY COUNCIL OR ADMNISTRATIVELY IN ACCORDANCE WITH CITY CODES.