HomeMy WebLinkAboutResolution - 2019-R0062 - Mcdougal Land Company Master Developer Company - 02/25/2019Resolution No. 2019-R0062
Item No. 8.18
February 25, 2019
RESOLUTION
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK:
THAT the Mayor of the City of Lubbock is hereby authorized and directed to execute for
and on behalf of the City of Lubbock upon the unanimous recommendation of the Central
Business District Tax Increment Reinvestment Zone Board of Directors, a Downtown
Revitalization Master Developer Consultant Agreement by and between McDougal Land
Company, LLC and the City of Lubbock, for the provision of Master Developer consultant
services for Downtown Lubbock. Said Downtown Revitalization Master Developer
Consultant Agreement is attached hereto and incorporated into this resolution as if fully set
forth herein, and shall be included in the minutes of the City Council.
Passed by the City Council on February 25, 2019
DANIEL M. POPE, MAYOR
ATTEST:
Rebe ca Garza, City Secr to
APPROVED AS TO CONTENT:
W. Jarr tt Atkinson, City Manager
APPROVED AS TO FORM:
lli Leisure, Assistant City Attorney
ccdocs/ RES. Agreement — McDougal Land Company, LLC — Downtown Revitalization Master Developer Consultant Agreement
February 13, 2019
Resolution No. 2019-R0062
DOWNTOWN REVITALIZATION MASTER DEVELOPER
CONSULTANT AGREEMENT
This Downtown Revitalization Master Developer Consultant Agreement (the "Agreement") is made by and
between the City of Lubbock, a State of Texas home rule municipal corporation (the "City"), and the McDougal
Land Company, L.C., an affiliate of the McDougal Companies (the "Consultant") on the recommendation of
the City's Central Business District Tax Increment Reinvestment Zone Board of Directors (the "Board"), with
the City and the Consultant (each a "Party," and collectively, the "Parties") acting by and through the Parties'
duly authorized officers and officials, and with this Agreement becoming effective on the date of its execution
by the Parties on March 1, 2019 (the "Effective Date").
RECITALS
WHEREAS, on December 3, 2001, through Ordinance No. 2001-00091 the City Council of the City (the
"Council") established the Central Business District Tax Increment Financing Reinvestment Zone (the "CBD
TIF") and authorized the creation of the Board for the purpose of improving the value of taxable property in
within the boundaries of the CBD TIF; and
WHEREAS, in 2008, the Board commissioned the Downtown Revitalization Action Plan (the "Plan") which
identified certain Downtown Lubbock development initiatives that the Board could implement in order to
support the purpose of the CBD TIF; and
WHEREAS, one of the development initiatives identified in the Plan was for the Board to engage the services
of a Master Developer to be the primary point of contact for the Board and the City for any Downtown
revitalization; and
WHEREAS, on the recommendation of the Board, the Council engaged the Consultant to act as the Master
Developer for the City and the Board to redevelop, market, and manage the redevelopment of Downtown, and
the Consultant has provided such Master Developer services since January 1, 2009; and
WHEREAS, on the recommendation of the Board, the City desires to continue to engage the services of the
Consultant for Downtown revitalization according to the provisions of this Agreement; and
NOW, THEREFORE, in consideration of the promises, mutual covenants, and agreements of the Parties
hereto, the City and the Consultant do mutually agree as follows:
AGREEMENT
Section I — Recitals and Exhibits.
The representations, covenants, and recitations set forth in the foregoing Recitals and in the attached Exhibits
are material to this Agreement and are hereby incorporated into and made a part of this Agreement as though
they were fully set forth herein.
Section 2 — The Consultant's Responsibilities.
A. The Consultant agrees to timely provide the services described in the Scope of Services attached to this
Agreement as "Exhibit A" (the "Services"). If the Board determines that the Services are timely performed,
then this Agreement may be extended and the Consultant may be engaged to perform additional services defined
in the Scope of Services for the extended term of this Agreement (the "Extended Services"). Certain portions
of the Services and the Extended Services may be provided by an agent for the Consultant, but the Consultant
shall remain solely responsible for the full performance of all Services and Extended Services.
B. As directed in "Exhibit A", the Consultant shall provide progress reports to the Board according to the
procedure defined therein. Such progress reports shall be both oral and written, with the written reports being
in the form substantially similar to the draft report attached to this Agreement as "ExhibitB".
Section 3 — The City's Responsibilities.
A. The City agrees to pay the Consultant for the Services and any Extended Services in accordance with Section
5 of this Agreement and the payment schedule attached hereto as "Exhibit C" (the "Payment Schedule").
Downtown Revitalization Master Developer Consultant Agreement (2019) Page I 1
B. The City agrees to make available certain City staff who may assist the Consultant in its performance of the
Services and any Extended Services.
Section 4 — Term, Termination, and Default.
A. The term of this Agreement shall begin on the Effective Date and shall end on the earlier of the complete
performance by the Consultant of all of the Services, or the expiration of one (1) calendar year from the
Effective Date (the "Term").
B. If the Board determines through a majority vote that the Consultant has performed the Services within the
Term, then the Board may extend this Agreement for an additional Three (3) calendar years (the "Extension")
during which time the Consultant shall be responsible for the Extension Services defined in "Exhibit All.
C. This Agreement may be terminated for convenience by the terminating Party giving one hundred twenty
days (120) prior written notice of such termination to the other Party. In the event of such termination, the City
shall pay the Consultant for all Services and Extension Services that have been completely performed by the
Consultant prior to the termination date.
D. In the event that the City determines that there has been a default under this Agreement by the Consultant,
then, within ten (10) days of the determination of such default, the City shall provide written notice of such
default to the Consultant. The City's written notice of default shall include the manner and timeframe within
which the Consultant may cure such default. If the Consultant fails to cure the default within the manner and
timeframe identified in the City's written notice of default, then this Agreement shall automatically terminate
and the City shall pay the Consultant for all Services and Extension Services completely performed by the
Consultant prior to the date of default and neither the City nor the Board shall have any obligation thereafter to
the Consultant under this Agreement.
Section 5 — Fees.
A. As provided in the Payment Schedule, the City shall pay to the Consultant a sum not to exceed one hundred
fifty thousand dollars ($150,000.00) for the performance of the Services during the Term (the "Term Fee"). The
Term Fee shall be distributed monthly during the Term in twelve (12) equal payments of twelve thousand five
hundred dollars ($12,500.00). The City's funding for the Term Fee shall be those funds specifically set aside
and budgeted for the Consultant in the Board's budget.
B. As provided in the Payment Schedule, the City shall pay the Consultant for the performance of the Extension
Services during the Extension (the "Extension Fee") only if such Extension is granted by the Board. For the
first (1st) year of the Extension, the Extension Fee shall be two percent (2%) of the growth in the certified value
of taxable real property located within the CBD TIF during such Extension year. Such growth in value shall be
determined by comparing the certified value of taxable real property within the CBD TIF during Tax Year 2018
with the certified value of taxable real property within the CBD TIF during Tax Year 2019. For the second (2nd)
year of the Extension, the Extension Fee shall be two percent (2%) of the growth in the certified value of the
taxable real property located within the CBD TIF during such Extension year. Such growth in value shall be
measured by comparing the certified value of taxable real property within the CBD TIF during Tax Year 2019
with the certified value of taxable real property within the CBD TIF during Tax Year 2020. For the third (3`d)
year of the Extension, the Extension Fee shall be two percent (2%) of the growth in the certified value of the
taxable real property located within the CBD TIF during such Extension year. Such growth in value shall be
measured by comparing the certified value of taxable real property within the CBD TIF during Tax Year 2020
with the certified value of taxable real property within the CBD TIF during Tax Year 2021.The Extension Fee
for the first (1st), second (2°d), and third (3d) years of the Extension shall be distributed quarterly during the
applicable year of the Extension in four (4) equal payments of one -quarter (1/4) of the Extension Fee for the
applicable year of the Extension. The City's funding for the Term Fee shall be those funds specifically set aside
and budgeted for the Consultant in the Board's budget.
C. If the Extension Fee for the first (1 st), second (2nd), or third (3`d) year of the Extension should be three hundred
fifty thousand dollars ($350,000.00) or more (the "Increased Extension Fee"), then such Increased Extension
Fee shall be distributed over a two (2) year period in eight (8) equal payments of one -eighth (1/8) of such
Increased Extension Fee. If this provision obligates the City to pay the Increased Extension Fee to the
Downtown Revitalization Master Developer Consultant Agreement (2019) Page 12
Consultant beyond the length of the Extension, then the City's obligation to the Consultant under this
Agreement shall only be related to the payment of the Increased Extension Fee contemplated in this provision,
and unless otherwise indicated, no other provision of this Agreement shall be binding on the City.
D. In the event that the CBD TIF does not generate an annual tax increment revenue as projected and assumed
under this Agreement, then the Board, the City, and the Consultant agree to renegotiate the payment considered
under this Agreement in an equitable manner.
E. The City shall not be responsible for providing any funding to the Consultant beyond that funding which is
identified herein. However, nothing prevents the Board from approving additional funds to be delivered to
the Consultant for services performed or costs incurred by the Consultant that are necessary to the
performance of this Agreement but which are not expressly described in this Agreement (the "Additional
Fees"). Any Additional Fees approved by the Board shall be limited to those funds available for the
Consultant in the Board's budget. In its request for any Additional Fees, the Consultant shall provide the Board
with all applicable supporting documentation related to the Additional Fees and the Board shall not approve
any request for Additional Fees by the Consultant without such supporting documentation.
F. Nothing in this Agreement shall be construed to require the City or the Board to approve or make payments
from any source of City funds other than the CBD TIF fund. The payments considered in this Section are based
on the CBD TIF generating tax increment revenue as projected in the current CBD TIF Finance Plan.
Section 6 — Insurance.
The Consultant agrees to obtain, and to cause all of its agents to obtain, comprehensive liability insurance
satisfactory to the City, including workers' compensation or a self-insurance plan in lieu thereof, which names
the City and the Board as additional insureds, due to any damage, injury, or death attributed to the Consultant
or its agents while performing the Services or Extension Services contemplated under this Agreement.
Section 7 — Indemnity.
A. TO THE EXTENT ALLOWED UNDER LAW, THE CONSULTANT SHALL INDEMNIFY AND HOLD HARMLESS,
TO THE FULLEST EXTENT PERMITTED BY LAW, THE CITY, THE BOARD, AND THE CITY'S RESPECTIVE
OFFICERS, EMPLOYEES, ELECTED OFFICIALS, AND AGENTS (COLLECTIVELY, THE "INDEMNITEES"), FROM
AND AGAINST ANY AND ALL LOSSES, DAMAGES, CLAIMS, OR LIABILITIES, OF ANY KIND OR NATURE, WHICH
ARISE DIRECTLY OR INDIRECTLY FROM, OR ARE RELATED TO, IN ANY WAY, MANNER, OR FORM TO, THE
SERVICES CONTEMPLATED IN THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, LOSSES, DAMAGES,
CLAIMS, OR LIABILITIES ARISING FROM, OR RELATED TO, IN ANY WAY, MANNER, OR FORM, THE ACT OR
OMISSION OF THIRD PARTIES. THE CONSULTANT FURTHER COVENANTS AND AGREES TO DEFEND ANY
SUITS OR ADMINISTRATIVE PROCEEDINGS BROUGHT AGAINST THE INDEMNITEES ON ACCOUNT OF ANY
SUCH CLAIM, AND TO PAY OR RELEASE THE FULL AMOUNT OR OBLIGATION OF ANY SUCH CLAIM INCURRED
BY, ACCRUING TO, OR IMPOSED ON THE INDEMNITEES, AS APPLICABLE, RESULTING FROM ANY SUCH SUITS,
CLAIMS, OR ADMINISTRATIVE PROCEEDINGS. IN ADDITION, THE CONSULTANT SHALL PAY TO THE
INDEMNITEES, AS APPLICABLE, ALL ATTORNEY'S FEES INCURRED BY SUCH PARTIES IN ENFORCING THE
CONSULTANT'S INDEMNITY IN THIS SECTION.
B. TO THE EXTENT ALLOWED UNDER LAW, THE INDEMNITEES SHALL NOT BE LIABLE FOR, FROM, OR
AGAINST, AND THE CONSULTANT HEREBY RELEASES THE INDEMNITEES FOR, FROM, AND AGAINST, ANY
LOSSES, DAMAGES, CLAIMS, OR LIABILITIES TO THE CONSULTANT, ON ANY THEORY OF LEGAL LIABILITY,
INCLUDING, BUT NOT LIMITED TO, THE NEGLIGENCE, OF ANY TYPE OF DEGREE OR FAULT, OF THE
INDEMNITEES ARISING FROM, OR RELATED TO, IN ANY WAY, MANNER, OR FORM, THE UNENFORCEABILITY
OR VOIDANCE, FOR ANY REASON, OF ALL OR ANY PORTION OF, THIS AGREEMENT.
C. THE INDEMNITY AND RELEASE PROVIDED HEREIN SHALL SURVIVE THE TERMINATION OR VOIDANCE OF
THIS AGREEMENT.
D. THE PARTIES EXPRESSLY ACKNOWLEDGE THAT THE CITY'S AUTHORITY TO INDEMNIFY AND HOLD
HARMLESS ANY THIRD PARTY IS GOVERNED BY ARTICLE XI, SECTION 7 OF THE TEXAS CONSTITUTION
AND ANY PROVISION WHICH PURPORTS TO REQUIRE INDEMNIFICATION BY THE CITY IS INVALID.
Downtown Revitalization Master Developer Consultant Agreement (2019) Page 13
Section 8 — Authority to Bind.
Each Party represents and warrants that it has full constitutional and lawful right, power, and authority, under
currently applicable law, to execute, deliver, and perform the terms and obligations of this Agreement.
Accordingly, this Agreement constitutes the legal valid and binding obligation of the Parties, is enforceable in
accordance with its terms and provisions, and does not require the consent of any other entity.
Section 9 — Notices.
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.
For City:
City Manager
City of Lubbock
P.O. Box 2000
1625 13' Street
Lubbock, Texas 79457
Section 10 — Venue and Applicable Law.
For Consultant:
Mr. Marc McDougal
McDougal Land Company, L.C.
5001 W Loop 289
Lubbock, Texas 79414
This Agreement is subject to all present and future valid laws, orders, rules, ordinances, and regulations of the
United States of America, the State of Texas, the Parties, and any other regulatory body having jurisdiction over
this Agreement. This Agreement shall be construed and governed according to the laws of the State of Texas.
The sole venue for any action, controversy, dispute, or claim arising under this Agreement shall be in a court
of appropriate jurisdiction in Lubbock County, Texas exclusively.
Section 11— Rights and Remedies Reserved.
The City reserves the right to exercise any right or remedy available to it by law, contract, equity, or otherwise,
including without limitation, the right to seek any and all forms of relief in a court of competent jurisdiction.
Further, the City shall not be subject to any arbitration process prior to exercising its unrestricted right to seek
judicial remedy. The remedies set forth herein are cumulative and not exclusive, and may be exercised
concurrently. To the extent of any conflict between this provision and another provision in, or related to, this
Agreement, the former shall control.
Section 12 — Attorney's Fees.
The Parties expressly agree that in the event of any litigation arising between the Parties that each Party shall
be solely responsible for payment of its own attorneys and that neither Party shall be responsible for the other
Parry's attorney fees, regardless of the outcome of the litigation.
Section 13 — Legal Construction.
In the event that any one or more of the provisions contained in this Agreement shall for any reason be 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 construed as if the invalid, illegal, or unenforceable
provision had never been contained in this Agreement.
Section 14 — Counterparts.
This Agreement may be executed in any number of counterparts, each of which shall be deemed an original
and constitute one and the same instrument.
Section 15 — Successors and Assigns.
The terms and conditions of this Agreement are binding on the successors and assigns of the Parties. Provided,
however, this Agreement shall not be assigned by the Consultant without prior Board approval, with such
approval not being unreasonably withheld.
Downtown Revitalization blaster Developer Consultant Agreement (2019) Page 14
Section 16 — Entire Agreement.
This Agreement embodies the complete agreement of the Parties, suspending all oral or written previous and
contemporary agreements between the Parties relating to the matters contemplated in this Agreement, and
except as otherwise provided herein cannot be modified without written agreement of the Parties to be attached
to and made a part of this Agreement.
Section 17 —Public Information.
This Agreement is public information. To the extent, if any, that any provision of this Agreement is in conflict
with Tex. Gov't. Code Ann. Chapter 552 et seq., as amended the same shall be of no force and effect.
Section 18 — No Third -Party Beneficiaries.
This Agreement is entered solely by and between, and may be enforced only by and among, the Parties. Except
as set forth above, this Agreement shall not be deemed to create any rights in or obligations to any third parties.
Section 19 — No Personal Liability.
Nothing in this Agreement is construed as creating any personal liability on the part of any employee, officer,
or agent of the City, the Board, or any other public entity that might be affected by this Agreement.
Section 20 — No Joint Enterprise
This Agreement is not intended to, and shall not be construed in any way to, create any joint enterprise between
or among the Parties.
Section 21— Sovereign Immunity Acknowledged and Retained
THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT NO PROVISION OF THIS AGREEMENT IS IN ANY
WAY INTENDED TO CONSTITUTE A WAIVER BY EITHER PARTY OF ANY IMMUNITIES FROM SUIT OR
LIABILITY THAT EITHER PARTY MIGHT HAVE BY OPERATION OF LAW. THE CITY RETAINS ALL OF ITS
GOVERNMENTAL IMMUNITIES.
SIGNATURES
This Agreement is executed by the Parties on February 25 , 2019.
FOR: The City of Lubbock
DANIEL M. POPE, MAYOR
ATTEST:
Aoolotz�e ))C
e ca Garza, City Secre ry
FOR: The McDougal Land Company, LC
s
AMC MCDOUGAL, MANAGER
Downtown Revitalization Master Developer Consultant Agreement (2019) Page 15
APPROVED AS TO CONTENT:
W. arrett A inson, City Manager
APPROVED AS TO FORM:
(&MZWL
ilelli Leisure, Assistant City Attorney
Downtown Revitalization Master Developer Consultant Agreement (2019) Page 16
Exhibit A: SCOPE OF SERVICES
The Agreement contemplates two (2) performance periods within which the Consultant will be expected to
timely perform certain services described in this Exhibit A. The first (I") performance period (the "Term") runs
one (1) calendar year from the Effective Date of the Agreement. The services associated with the Term (the
"Services") are listed below. If the Board determines through a majority vote that the Consultant has completely
performed the Services within the Term, then the Board may approve the extension of this Agreement and allow
a second (2n1) performance period that will run three (3) calendar years beginning at the end of the Term (the
"Extension"). The services associated with the Extension (the "Extension Services") are listed below. For the
Services and the Extension Services, the Consultant will be responsible for following the reporting schedule
outlined below.
The Services (to he completed within the Term)
Master Developer Services: Provide for the Board all developer consultant services related to the "Master
Developer" role for Downtown, including, but not limited to:
a. working with Texas Tech and other institutions of higher education to maximize and increase the student
population Downtown;
b. promoting available Downtown properties with local, state, and national developers;
c. securing development partners as necessary for Downtown residential, office, retail, and commercial
development initiatives, including entertainment venues and restaurants;
d. acquiring land and structures for redevelopment or demolition that the Board deems appropriate in order to
promote the purposes of the Board's Project and Financing Plans, with the Board providing all costs associated
with survey, appraisal, legal, property acquisition, and other costs;
e. assisting developers interested in renovations of existing Downtown buildings, including advising property
owners in resolving environmental issues, utility issues, and other City issues for developable Downtown
property;
f. providing consultant services as necessary to the City's staff,
g. encouraging the increase in, and diversification of, Downtown housing stock to include senior housing, empty
nesters, and multi -family housing (e.g. high -density housing, lofts, condominiums, and student housing);
h. working with LEDA, Market Lubbock, Inc., the Chamber of Commerce, and similar entities to: (i.) encourage
retail businesses offering unique and experience -based shopping concepts and ambiance to locate in Downtown;
and, (ii.) support their marketing efforts for business recruitment, tourism, and community relations in order to
attract local, regional, and national events to Downtown;
i. assisting stakeholders to pursue opportunities for artists' live/work studio spaces within the Downtown Arts and
Cultural District;
j. working with City Planning staff to create an artist -in -residence program for Downtown;
k. working to attract "Class A" office space for corporate headquarters and white-collar enterprise companies;
1. working with the Board to update the City's Downtown website and to provide information for submitting
articles in local and regional media outlets; and
in. encouraging office and retail development in a mixed -use capacity.
Downtown PID: Establish a Downtown Public Improvement District (the "PID") by the end of the Term. The
Consultant will be the responsible party to create all statutorily required documents related to the PID (the
Petition, the Service and Assessment Plan, etc.). The Consultant will also be responsible for organizing and
leading all meetings necessary to garner sufficient Downtown property owner support of the PID so that the
Council will be presented with a Petition that satisfies the requirements of Chapter 372 of the Texas Local
Government Code. If any additional material is reasonably necessary to be created in order to promote the PID,
then the Consultant will be responsible for such material.
Downtown Revitalization Master Developer Consultant Agreement (2019) Page 17
Downtown Master Plan: By the end of the Term, and at the Board's expense, the Consultant will be required
to present to the Board a Master Plan for Downtown Lubbock that will be created by a nationally recognized
planning, architecture, or economic development firm. At a minimum, the Master Plan should include the
following items:
1. An infrastructure inventory and map that identifies all public and private utilities and utility
infrastructure that is or will be located above and below ground in Downtown.
2. A parks and greenspace plan and map that indicates where urban parks and greenspace should be
located Downtown, and a timeline for installation for those parks and greenspaces. This greenspace
plan should address the design standards that should be applied to the public right-of-way (streets,
sidewalks, and all related public areas) throughout Downtown.
3. A parking plan for Downtown that identifies all current public and private parking in Downtown and
lays out a plan and map that identifies how Downtown parking will be addressed within five (5) years.
4. A reassessment of the 2008 Downtown Revitalization Plan's implementation plan for the suggested
development projects highlighted in that Plan. Since several of the projects highlighted in the 2008 Plan
have been completed or initiated, the 2019 Master Plan should provide suggestions for additional
catalytic projects for Downtown and an implementation plan for both the 2008 and 2019 projects.
5. The 2019 Master Plan should address all documents, plans, studies, ordinances, codes, and all related
material that relates to development Downtown. Such material includes the City's 2040 Comprehensive
Plan, the City's Code of Ordinances, the 1999 Design Standards for the Central Business District, the
Downtown Public Improvement Design Standards, the study provided to the City through the AIA's
Sustainability Design Assessment Team, the Imagine Lubbock plan, any Tax Increment Financing and
Public Improvement District requirements related to Downtown, and other traffic, engineering, parks,
arts district, and similar studies that relate to Downtown.
The Extension Services (to be completed within the Extension)
If the Board finds that the Consultant has completed the Services within the Term, then the Board may extend
the Agreement for three (3) years, during which time, the Consultant shall complete the following:
Master Developer Services: The Consultant shall continue to provide lead development consultant services for
the Board in the same manner as it provided during the Term. However, within ten (10) days of the Board
granting an Extension to this Agreement, the Board shall create a timeline for the provision of the Extension
Services that is guided by the Downtown Master Plan, identifies Downtown development benchmarks, and
prioritizes tasks to be accomplished by the Consultant through the Extension Services. If the Downtown Master
Plan calls for development initiatives not included in the Services, then the Extension Services shall augment
the Master Developer Services with the new development initiatives. If the Downtown Master Plan calls for the
elimination of some of the Master Developer Services, then the Extension Services should be adjusted
accordingly.
Reporting (to be provided durins the Term and the Extension)
The Consultant will be required to present to the Board at its regular meetings a detailed accounting of the time
and activity spent by the Consultant towards satisfying the Services during the Term and the Extension Services
during the Extension, if such Extension is granted by the Board. Additionally, the Consultant shall be required
to submit a written report of such activity, with the form of such written report being the same as or substantially
similar to the Services Progress Reporting Form that is attached to the Agreement as "Exhibit B". In the case
where the required reporting might affect the confidentiality of any party to a potential development project,
the Board may use its Executive Session authority to allow the Consultant to provide confidential updates to
the Board.
Downtown Revitalization Master Developer Consultant Agreement (2019) Page 18
Exhibit B: SERVICES PROGRESS REPORTING FORM
Downtown Revitalization Master Developer Consultant Agreement (2019) Page 19
CBD TIF Master Developer Agreement Deliverables Progress Reporting Form
Reporting Period:
Master Developer Services
Description: Include reference(s) from the "Master Developer Services" list (items a-m) in Exhibit A of the Agreement.
(Ex. Met with Texas Tech on potential downtown housing project.
Downtown PID
(Ex Met with property owner "x" to discuss petition.
Downtown Master Plan
Deliverables a,b,g, and 1. Date: 91151181 Time: 1-5 hrs)
Date: 101161181 Time: 0.5 hrs)
Downtown Revitalization Master Developer Consultant Agreement (2019) Page 110
Exhibit C: PAYMENT SCHEDULE
Term Fee (Year One)
Unless otherwise directed by the Parties, on the first (1st) business day following a month of performance under
the Agreement, the City shall issue a payment of twelve thousand five hundred dollars ($12,500) to the
Consultant according to the following schedule:
April 1, 2019
May 1, 2019
June 3, 2019
July 1, 2019
August 1, 2019
September 2, 2019
October 1, 2019
November 1, 2019
December 2, 2019
January 1, 2020
February 3, 2020
March 2, 2020
Extension Fee (Years Two throueh Four)
The City shall pay the Consultant for the performance of the Extension Services during the Extension (the
"Extension Fee") only if such Extension is granted by the Board. For the first (0) year of the Extension, the
Extension Fee shall be two percent (2%) of the growth in the certified value of taxable real property located
within the CBD TIF during such Extension year. Such growth in value shall be determined by comparing the
certified value of taxable real property within the CBD TIF during Tax Year 2018 with the certified value of
taxable real property within the CBD TIF during Tax Year 2019. For the second (2°d) year of the Extension, the
Extension Fee shall be two percent (2%) of the growth in the certified value of the taxable real property located
within the CBD TIF during such Extension year. Such growth in value shall be measured by comparing the
certified value of taxable real property within the CBD TIF during Tax Year 2019 with the certified value of
taxable real property within the CBD TIF during Tax Year 2020. For the third (3rd) year of the Extension, the
Extension Fee shall be two percent (2%) of the growth in the certified value of the taxable real property located
within the CBD TIF during such Extension year. Such growth in value shall be measured by comparing the
certified value of taxable real property within the CBD TIF during Tax Year 2020 with the certified value of
taxable real property within the CBD TIF during Tax Year 2021.The Extension Fee for the first (1st), second
(2°d), and third (3`d) years of the Extension shall be distributed quarterly during the applicable year of the
Extension in four (4) equal payments of one -quarter (1/4) of the Extension Fee for the applicable year of the
Extension. The City's funding for the Term Fee shall be those funds specifically set aside and budgeted for the
Consultant in the Board's budget.
If the Extension Fee for the first (1st), second (2" d), or third (3`d) year of the Extension should be three hundred
fifty thousand dollars ($350,000.00) or more (the "Increased Extension Fee"), then such Increased Extension
Fee shall be distributed over a two (2) year period in eight (8) equal payments of one -eighth (1/8) of such
Increased Extension Fee. If this provision obligates the City to pay the Increased Extension Fee to the
Consultant beyond the length of the Extension, then the City's obligation to the Consultant under this
Agreement shall only be related to the payment of the Increased Extension Fee contemplated in this provision,
and unless otherwise indicated, no other provision of this Agreement shall be binding on the City.
Downtown Revitalization Master Developer Consultant Agreement (2019) Page 111