HomeMy WebLinkAboutResolution - 2011-R0561 - Compromise Settlement Agreement & Release Of All Claims - Housing Organizations - 12/14/2011Resolution No. 2011-RO561
December 149 2011
Item No. 5.21
RESOLUTION
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
!cecute for and on behalf of the City of Lubbock, a Compromise Settlement Agreement
ad Release of All Claims for the consideration of the sum of $42,000.00, by and
etween the City of Lubbock and Lubbock 2 Student Housing, LP; DC Student
.partments Lubbock 2, LP; DC Developers - Lubbock 2, Inc.; DC Developers, Inc.;
ubbock 3 Student Housing, LP; DC Student Apartments Lubbock 3, LP; DC
►evelopers - Lubbock 3, Inc., and related documents. Said Agreement is attached hereto
❑d incorporated in this resolution as if fully set forth herein and shall be included in the
►inutes of the City Council.
by the City Council this December 14 , 2011,
TTEST:
TOM MARTIN, MAYOR
Garza, City
VED AS TO FO
Assistant City Attorney
/ecdocs/Bryan/Resolutions/FES.Agreement-Lubbock 2 Student Housing, LP
ov. 28, 2011
Resolution No. 2011-R0561
COMPROMISE SETTLEMENT AGREEMENT
AND RELEASE OF ALL CLAIMS
This Compromise Settlement Agreement and Release of All Claims ("Settlement
Agreement") is entered into by and between Plaintiff, City of Lubbock, ("City"), and
Defendants, Lubbock 2 Student Housing, LP; DC Student Apartments — Lubbock 2, LP;
DC Developers — Lubbock 2, Inc.; DC Developers, Inc.; Lubbock 3 Student Housing, LP;
DC Student Apartments — Lubbock 3, LP; and DC Developers — Lubbock 3, Inc.
("Defendants")
RECITALS
WHEREAS, on or about December 8, 2003, a contract was entered into between the City
of Lubbock and Lubbock 2 Student Housing, LP ("Contract A"); and
WHEREAS, on or about January 27, 2005, a contract was entered into between the City
of Lubbock and Lubbock 3 Student Housing, LP ("Contract B"); and
WHEREAS, at the time Contract A was entered, DC Student Apartments — Lubbock 2,
LP was the general partner of Lubbock 2 Student Housing, LP; and
WHEREAS, at the time Contract A was entered, DC Developers — Lubbock 2, Inc. was
the general partner of DC Student Apartments — Lubbock 2, LP; and
WHEREAS, on or about December 10, 2008, DC Developers -- Lubbock 2, Inc. merged
with DC Developers, Inc. and became DC Developers, Inc.; and
WHEREAS, at the time Contract B was entered, DC Student Apartments — Lubbock 3,
LP was the general partner of Lubbock 3 Student Housing, LP; and
WHEREAS, at the time Contract B was entered, DC Developers — Lubbock 3, Inc. was
the general partner of DC Student Apartments — Lubbock 3, LP; and
WHEREAS, the City alleges that Defendants defaulted on their obligations under the
Contracts in failing to participate in the actual cost of construction of the public improvements
and in the percentages as shown in Exhibits E of both Contracts; and
WHEREAS, Defendants deny any liability to the City for any claim or cause of action
stemming from said Contracts, but are willing to settle all claims to avoid the inconvenience,
distractions, uncertainties and expenses attendant to litigation and trial, in exchange for the
consideration and releases set forth below.
1. IN CONSIDERATION of the payment to the City of the sum of FORTY TWO
THOUSAND and No/100 Dollars ($42,000.00), the City does hereto enter into this
Settlement Agreement and does hereby release, acquit, and forever discharge all
Defendants of and from any and all liability, claims, demands, damages, attorney's fees,
and costs, arising out of Contracts A and B.
2. Payment shall be made by check payable to "City of Lubbock."
3. This Settlement Agreement may be pled as a full and complete defense to any action,
suit, or other proceeding, which may be instituted, prosecuted or attempted for, upon, or
in respect of any of the claims released hereby.
4. All signatories to this Settlement Agreement hereby warrant that they have the authority
to execute this Settlement Agreement and bind the respective parties.
5. This Settlement Agreement states the entire agreement of the parties with respect to the
matters discussed herein, and supersedes all prior or contemporaneous oral or written
understandings, agreements, statements or promises.
6. This Settlement Agreement may not be amended or modified in any respect except by a
written instrument duly executed by all of the parties to this Settlement Agreement.
SETTLEMENT AGREEMENT 2
7. If this Settlement Agreement does not become effective for any reason, it shall be
deemed negotiations for settlement purposes only and will not be admissible in evidence
or usable for any purposes whatsoever.
8. This Settlement Agreement has been and shall be construed to have been drafted by all
parties to it so that the rule of construing ambiguities against the drafter shall have no
force or effect.
9. If any portion or term of this Settlement Agreement is held unenforceable by a court of
competent jurisdiction, the remainder of this Settlement Agreement shall not be affected
and shall remain fully in force and enforceable.
10. Each party has consulted with whatever consultants, attorneys or other advisors each
deems appropriate concerning the effect of this Settlement Agreement and therefore
assumes the risk arising from not seeking further or additional consultation with such
advisors.
11. Each party assumes the risk of any mistake of fact or law with regard to any aspect of this
Settlement Agreement, the dispute described herein, or any asserted rights released by
this Settlement Agreement.
12. It is further understood that the provisions of this Settlement Agreement are contractual
and not mere recitals and that the laws of the State of Texas shall govern this Settlement
Agreement.
13. Upon payment of the $42,000.00 monetary consideration, the City will dismiss the cases
against the Defendants with prejudice.
EXECUTED this day of a (/e"z�Ge-- , 2011.
SETTLEMENT AGREEMENT 3
DEFENDA
TOM CALTAGIRONE, on behalf of.•
LUBBOCK 2 STUDENT HOUSING, LP
DC STUDENT APARTMENTS - LUBBOCK 2, LP
DC DEVELOPERS - LUBBOCK 2, INC.
DC DEVELOPERS, INC.
LUBBOCK 3 STUDENT HOUSING, LP
DC STUDENT APARTMENTS - LUBBOCK 3, LP
DC DEVELOPERS - LUBBOCK 3, INC.
CITY OF LUBBOCK:
(f - - -J-il r v I - //-,*;
TOWMARTIN, Mayor
SETTLEMENT AGREEMENT 4
STATE OF TEXAS §
COUNTY OF HARRIS §
Before me, the undersigned authority, personally appeared TOM CALTAGIRONE, on
behalf of the aforementioned Defendant entities, known to me to be the person whose name is
subscribed to the foregoing instrument and acknowledged to me that he executed the same for
the purposes and consideration therein expressed.
M. JUDITH E. BU(
�.. Notary Publi
STATE OF TE
My Comm. Exp. June
Notary P blie
My C mission expires: G - 3 D- D/
SETTLEMENT AGREEMENT 5
r
STATE OF TEXAS §
COUNTY OF LUBBOCK §
Before me, the undersigned authority, personally appeared TOM MARTIN, known to
me to be the person whose name is subscribed to the foregoing instrument and acknowledged to
me that he executed the same for the purposes and consideration therein expressed.
ELISA WHQ Notary Public
01 TOM My Commission expires:
my Vision Ej�lm 11-07-2015
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vw/CityAtVLitigation/Plaintiti/Lubbock 2 Student Housing/Compromise Settlement Agreement
November 9, 2411
SETTLEMENT AGREEMENT 6
Resolution No. 2011-RO561
Contract Kasolution No. 2003--RO561
December 8, 2003
Item No. 51
RESOLUTION
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK:
THAT the Mayor Pro Tem of the City of Lubbock BE and is hereby authorized
and directed to execute for and on behalf of the City of Lubbock an Agreement between
the City of Lubbock and Lubbock Two Student Housing, L.P. regarding the funding of
public improvements in Phase One, Project Three, Bond Issue One of the Project Plan for
the North Overton Tax Increment Finance Reinvestment Zone. Said Agreement is
attached hereto and incorporated in this Resolution as if fully set forth herein and shall be
included in the minutes of the Council.
Passed by the City Council this
ATTEST:
e ecca Garza, City Secretary
APr AS T ONTENT:
Craig Fa r, Managing Director
of Planning and Transportation
8th day of December , 2003.
T. J. Patterson, Senior Council Member
APPROVED AS TO FORM:
Linda L. Chamales, Supervising Attorney
Office Practice Section
City Att f Linda: Res -NO TIF Dev.Agret-Lubbock Two Student Housing
DEVELOPER PARTICIPATION AGREEMENT BETWEEN THE
CITY OF LUBBOCK AND LUBBOCK TWO STUDENT HOUSING, L.P.
STATE OF TEXAS §
COUNTY OF LUBBOCK §
This agreement is between the City of Lubbock, a Texas municipal corporation
(hereinafter called "City") and Lubbock Two Student Housing, L.P. (hereinafter called
"Developer").
WHEREAS, the City recognizes the importance of its continued role in local
economic development; and
WHEREAS, the City, upon receipt of a petition requesting creation of a tax
increment financing district from the owners of more than 50 per cent of the appraised
value of the area, adopted Ordinance No. 2002-029, March 14, 2002, establishing the
North Overton Tax Increment Financing Reinvestment Zone in accordance with the
provisions of the Tax Increment Financing Act, V.T.C.A. Tax Code, Chapter 311 (the
"Act"); and
WHEREAS, in accordance with the Act, the Board of Directors of the North
Overton Tax Increment Financing Reinvestment Zone has prepared a Project Plan (the
"Project Plan") and a Financing Plan (the "Financing Plan"), and the City, in accordance
with the Act and after making all findings required by the Act, has adopted or will adopt,
an ordinance approving the plans; and
WHEREAS, the Act authorizes the expenditure of funds derived within a
reinvestment zone, whether from bond proceeds or other funds, for the payment of
expenditures made and monetary obligations incurred by a municipality consistent with
the project pian of the reinvestment zone, which expenditures and monetary obligations
constitute project costs, as defined in the Act ("Project Costs"); and
WHEREAS, Developer has acquired certain real property situated within the
North Overton Tax Increment Financing Reinvestment Zone (the "TIF District") and
intends to develop the property as Sterling Pointe (the "Project"), in accordance with the
map which is attached and marked "Exhibit A"; and
WHEREAS, Developer has certain real property within the Project located
between 8th Street and the alley between 10th and Main Streets and between W and X
Avenues, which Developer intends to develop as a multi -family structure substantially
in accordance with the design which is attached and marked "Exhibit B"; and
Developer Agreement- City 1 Lubbock Student Housing, LP.
WHEREAS, The City, after due and careful consideration, has concluded that the
redevelopment of the Project as a portion of the TIF District as provided herein and in the
Project Plan will further the growth of the City, facilitate the redevelopment of the entire
TIF District, improve the environment of the City, increase the assessed valuation of the
real estate situated within the City, foster increased economic activity within the City,
increase employment opportunities within the City, upgrade public infrastructure within
the TIF District, and otherwise be in the best interests of the City by furthering the health,
safety, and welfare of its residents and taxpayers, and that entering into this Agreement is
necessary and convenient to implement the Plans and achieve their purposes; and
WHEREAS, the City is desirous of having Developer undertake the Project in
order to serve the needs of the City and in order to produce increased tax revenues for the
various taxing units authorized to levy taxes on real property within the TIF District and
the City and, in order to stimulate and induce the redevelopment of the TIF District, the
City has agreed to participate by dedicating and pledging the use of revenue in the Tax
Increment Fund to finance certain Project Costs, all in accordance with the terms and
provisions of the Act, with the guidelines set up by the City to be followed in
City/Developer participation agreements, and with the terms of this particular
Agreement; and
WHEREAS, the Developer desires to have the City participate and the City
agrees to participate in the construction of Public Improvements such as street
reconstruction, street lighting, landscaping, street furniture, sidewalks, and water/waste
water replacement and relocation;
NOW, THEREFORE, in consideration of the foregoing and of the mutual
covenants and agreements herein, the Parties agree as follows:
ARTICLE I.
RECITALS AND EXHIBITS PART OF AGREEMENT
1.1 The representations, covenants and recitations set forth in the foregoing
recitals are material to this Agreement and are hereby incorporated into
and made a part of this Agreement as though they were fully set forth in
this Article L Exhibits A, B, C, D, E, F, and G, attached hereto are
incorporated into this Agreement as if fully set forth herein.
ARTICLE II.
DEVELOPMENT PLAN —NORTH OVERTON
2.1 Developer has acquired certain real property situated within the North
Overton Tax Increment Financing Reinvestment Zone and intends to
develop the property known as Sterling Pointe (the "Project"), in
Developer Agreement — City / Lubbock Student Housing Ii, L.P. 2
accordance with the map and design which are attached and marked
"Exhibits A and B," and in accordance with the Project and Finance Plans
adopted by the Board of Directors of the North Overton Tax Increment
Financing Reinvestment Zone which are also attached and marked
"Exhibit C"
ARTICLE III.
DEFINITIONS
3.1 "Parkway" is herein defined as any part of the public right-of-way lying
between the curb or grade line of any public street and the abutting private
property line.
3.2 "Hardscape" is herein defined as the hard surface portion of the
landscaping in the parkway such as stone, concrete, brick or other
approved surface under the Design Guidelines as set forth in Exhibit F.
3.3 "Softscape" is herein defined as plant materials, ground preparation,.
pedestrian lighting, street furniture, and trash receptacles.
ARTICLE IV.
CITY PARTICIPATION
4,1 In accordance with Bond Issue One, Phase I, Project Three of the Project
Plan recommended by the Board of Directors of the North Overton
District Tax Increment Finance Reinvestment Zone and approved by the
City Council of the City of Lubbock, and in accordance with the City of
Lubbock Redevelopment Policies and Tax Increment Finance Policies, the
City agrees to dedicate and pledge the use of revenue in the Tax Increment
Fund to directly participate in the cost of the Public Improvements as
shown in the attached "Exhibit D," entitled "Sterling Pointe," Direct City
Participation and TIF Funding, Phase One, Bond Issue One, Project Three.
4.2 This Agreement shall authorize funding only for Bond Issue One, Phase
One, Project Three of the Project. Participation shall be based on actual
construction costs incurred by the City or verified by the City upon
application and certification by Developer. In the event that the actual
costs of the individual Direct City Participation items are less than the
amounts shown in Exhibit D, then the City will utilize the "savings" (in its
sole discretion) to increase any other individual Direct City Participation
element, if needed to provide sufficient funding for the Direct City
Participation in other project element or elements. City also reserves the
right to reallocate the "savings" for projects in a subsequent phase of the
Developer Agreement — City 1 Lubbock Student Housing 11, L.P. 3
Project. Direct City Participation in Phase One, Bond Issue One, Project
Three, shall be limited to the total amount approved by the City Council
for Phase One, Bond Issue One, Project Three of the Project Plan, which is
$1,212,678.00.
4.3 The City shall review the Developer's cost estimates in order to deter undue
loading of costs, collusion or fraud prior to approval of payment of the
Direct City Participation. The City may, at its discretion, pay any
increases in the actual cost of a public improvement over its estimated
cost, provided funds are available. However, unless the North Overton
TIF project and financial plans and this document are amended to so
provide, in no case shall the City ever be liable for any amount above and
beyond a total of $1,212,678.00, the agreed payment of the City's share of
the public improvements contained herein. Nothing in this Agreement
shall be construed to require City to approve reimbursements from any
source of City funds other than the Tax Increment Fund.
4.4 Increases in the scope of the project beyond that contemplated by the plans
and budget within this document shall be paid by the party requesting the
increase in scope.
4.5 The City anticipates issuing debt to reimburse the Developer and costs
advanced by City for project costs authorized pursuant to this Article. The
reimbursement will be paid from the proceeds of debt issued by the City
when TIF revenues from taxable improvements will provide 1.25 times
coverage calculation of the maximum annual debt service payments on the
debt.
4.6 City agrees to make available to the Developer for inspection all of its
books and records related to the Public Improvements constructed for the
Project and to allow Developer access to the Public Improvement site
during the construction for the purpose of periodic inspection of the
construction work. City agrees, when applicable, to follow the Design
Guidelines, including the Landscape Plan attached hereto as Exhibit F.
4.7 City shall provide the Developer copies of contracts denoting costs for
engineering services directly related to the final engineering for
development of Public Improvement construction plans and specifications.
4.8 For those Public Improvements in the Project constructed by City in which
there is Direct Developer Participation greater than 30% City agrees to
submit the Public Improvements to competitive scaled bids and agrees to
award the contract to construct the Public Improvements to the lowest
responsible bidder.
Developer Agreement — City 1 Lubbock Student Housing 11, L.P. 4
I
4.9 City agrees to construct those projects listed in Exhibit D for which the
participation is 100% and to reimburse Developer as agreed above for the
remaining projects to the extent funds are available in Phase One, Bond
Issue One, Project Three of the Project Plan.
4.9 The City and Developer shall cooperate and coordinate their activities with
respect to the commencement and construction of the Public
Improvements and the Project so that the commencement and construction
of the Public Improvements shall occur at such times as are necessary to
meet the construction time requirements of Developer for the Project. The
parties agree to jointly prepare (and update from time to time as necessary)
a construction schedule of the Public Improvements in order to help
implement the parties' obligations. Such schedule, when completed, (and
as updated) shall become Exhibit G to this Agreement.
ARTICLE V.
DEVELOPER OBLIGATIONS
5.1 In accordance with the plans in Exhibit B, as approved or amended by the
Planning and Zoning Commission, and in accordance with Bond Issue
One, Phase One, Project Three of the Project Plan recommended by the
Board of Directors of the North Overton Tax Increment Financing
Reinvestment Zone and approved by the City Council of the City of
Lubbock, the Developer agrees to construct and complete Sterling Pointe
to be located between gch Street and the alley between 10`h and Main
Streets and between W and X Avenues before , 2004.
5.2 In accordance with the map and design in Exhibits A and B and in
accordance with Bond Issue One, Phase One, Project Three of the Project
Plan recommended by the Board of Directors of the North Overton Tax
Increment Financing Reinvestment Zone and approved by the City
Council of the City of Lubbock, the Developer agrees to construct and/or
participate in the actual cost of construction of the Public Improvements
and in the percentages as shown in the attached "Exhibit E." Prior to
construction the plans and the contract shall be reviewed and approved by
the City. Developer shall be responsible for construction of the hardscape
and the irrigation in the Parkway in accordance with the Design
Guidelines, including the Landscape Plan, attached as Exhibit F.
5.3 Developer agrees to make available to the City for inspection all of its
books and records related to the public improvements constructed for the
project and to allow the City access to the Project during construction for
the purpose of periodic inspection of the construction work.
Developer Agreement — City / Lubbock Student Housing tt, L.P. 5
5.4 Developer shall provide City copies of contracts denoting costs for
engineering services directly related to the final engineering for
development of construction pians and specifications. Only engineering
services directly related to final engineering shall be eligible for project
cost reimbursement.
5.5 For those Public Improvements in the Project constructed by Developer in
which there is Direct City Participation greater than thirty per cent,
Developer agrees to submit the Public Improvements to competitive
sealed bids and agrees to award the contract to construct the Public
Improvements to the lowest responsible bidder in accordance with state
law and city ordinances regarding public bids. On those items where there
is Direct City Participation, City reserves the right to do the construction
of the public improvement with contribution from Developer if it is more
economical for the City to build than for Developer to do the construction.
5.6 Developer acknowledges that City will be issuing debt backed by revenue
in the Tax Increment Fund to fund the public improvements referenced in
the Agreement, and Developer therefore agrees that the project located
between 81h Street and the alley between 10th and Main Streets and
between W and X Avenues shall not be sold or transferred to any entity
that does not pay property taxes for this property for a period of twenty
years from the date of this Agreement. If, during the 20 -year period, the
property is sold to an entity that does not pay property taxes, Developer
agrees to pay into the Tax Increment Fund a sum equal to the amount of
increment that would have been generated by that property over the
remainder of the twenty year period at the effective tax rate on the date of
the sale.
ARTICLE VI.
FORCE MAJEURE
6.1 It is expressly understood and agreed by the parties to this Agreement that
if the substantial completion of the construction of any improvements
contemplated 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 or their contractors,
fire or other casualty, court injunction, necessary condemnation
proceedings, acts of the other party, its affiliates/related entities and/or
their contractors, or any 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, the party so
obligated shall be excused from performing during such period of delay,
so that the time period applicable to the design or construction
Developer Agreement — City / Lubbock Student Housing II, L.P. 6
requirement shall be extended for a period of time equal to the period the
party was delayed.
ARTICLE VII.
TERM
7.1 The term of this agreement shall begin on the date of execution and end
upon the earlier of (a) the complete performance of all obligations and
conditions precedent by parties to this Agreement; or (b) the expiration of
the term of the North Overton Tax Increment Financing Reinvestment
Zone; provided however, that the obligations of City to apply increment
which has accrued during the term of the North Overton Tax Increment
Financing Reinvestment Zone but which is not collected until subsequent
to the expiration of the term toward unreimbursed Project Costs pursuant
to this Agreement shall survive.
ARTICLE VIII.
INSURANCE
8.1 Developer agrees to obtain or cause its Contractors and/or subcontractors
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 of Directors for the North Overton
Tax Increment Finance District as additional insureds, due to any damage,
injury, or death attributed to the Developer or its Contractors or
subcontractors while completing the Public Improvements in which there
is Direct City Participation.
ARTICLE IX.
RIGHT OF OFFSET
9.1 City may at its option, offset any amounts due and payable to Developer
under this Agreement against any debt (including taxes) lawfully due to
City from Developer, regardless of whether the amount due arises
pursuant to the terms of this Agreement or otherwise and regardless of
whether or not the debt due to city has been reduced to judgment by a
court.
ARTTCI.F. X
INDEMNITY
10.1 Developer agrees to defend, indemnify and hold City, its officers, agents
and employees, harmless against any and all claims, lawsuits, judgments,
Developer Agreement - City / Lubbock Student Housing II, L.P. 7
costs and expenses for personal injury (including death), property damage
or other harm for which recovery of damages is sought that may arise out
of or be 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, employees or subcontractors, 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 City, its officers, agents, employees or separate contractors,
and in the event of joint and concurrent negligence of both Developer and
City, 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 City under Texas law and
without waiving any defenses of the parties under Texas 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.
ARTICLE XI.
AUTHORITY TO BIND
11.1 The City represents and warrants to Developer that the City has full
constitutional and lawful right, power, and authority, under currently
applicable law to execute and deliver and perform the terms and
obligations of this Agreement, and all necessary City proceedings,
findings and actions. Accordingly, this Agreement constitutes the legal
valid and binding obligation of the City, is enforceable in accordance with
its terms and provisions and does not require the consent of any other
governmental authority.
11.2 Developer hereby represents and warrants to the City that Developer has
full lawful right, power and authority to execute and deliver and perform
the terms and obligations of this Agreement and all of the foregoing have
been or will be duly and validly authorized an approved by all necessary
actions of Developer. Concurrently with Developer's execution of this
Agreement, Developer has delivered to the City copies of the resolutions
or other corporate actions authorizing the execution of this Agreement and
evidencing the authority of the persons signing this Agreement on behalf
of Developer to do so. Accordingly, this Agreement constitutes the legal,
valid and binding obligation of Developer, and is enforceable in
accordance with its terms and provisions.
Developer Agreement — City 1 Lubbock Student Housing II, L.P. 8
ARTICLE XII.
T)PPATTI.T
12.1 A default shall exist if any party fails to perform or observe any material
covenant contained in this Agreement, or if the representation provided for
in Section IX is not true or correct. A party shall immediately notify the
defaulting party in writing upon becoming aware of any change in the
existence of any condition or event that would constitute a default by the
defaulting party, or with the giving of notice or passage of time, or both
would constitute a default by defaulting party under this Agreement. Such
notice shall specify the nature and the period of existence thereof and what
action if any, the notifying party requires with respect to curing the
default.
12.2 If a default shall occur and continue, after thirty (30) days written notice to
cure default, City may, at its option terminate this Agreement or pursue
any and all remedies it may be entitled to in accordance with Texas law,
without the necessity of further notice to or demand upon Developer.
ARTICLE XIII.
FEDERAL FUNDING
13.1 The City represents and warrants to Developer that no federal funds or
federally assisted project activities as administered by or under the control
of the City are involved in this project at this time. City further agrees that
it does not have any intention or plans to participate in the future in any
federally assisted project activities in the North Overton Tax Increment
Finance Reinvestment Zone.
13.2 Developer represents and warrants to City that Developer has no federal
funds involved in this project at this time. Developer further agrees that it
will not in the future participate in any federally assisted project activities
in the North Overton Tax Increment Finance Zone.
ARTICLE XIV.
NOTICES
14.1 Any notice required by this Agreement shall be deemed to be properly
served if deposited in the U.S. mails by certified letter, return receipt
requested, addressed to the recipient at the recipient's address shown
below, subject to the right of either part to designate a different address by
notice given in the manner just described.
14.2 If intended for City notice shall be sent to:
Developer Agreement — City I Lubbock Student Housing II,,L.P. 9
14.3
Director of Planning
City of Lubbock
P.O. Box 2000
1625 1P Street
Lubbock, Texas 79457
If intended for Developer, notice shall be sent to:
Lubbock Two Student Housing, L.P.
The Dinerstein Companies
6363 Woodway, Suite 1000
Houston, Texas 77057
ARTICLE XV.
VENUE AND GOVERNING LAW
15.1 This Agreement is performable in Lubbock County, Texas, and venue for
any action arising out of this Agreement shall be exclusively in Lubbock
County.
15.2 This Agreement shall be governed and construed in accordance with the
laws of the State of Texas.
ARTICLE XVI.
ATTORNEY FEES
16.1 Developer and City expressly agree that in the event of any litigation
arising between the parties to this Agreement that each party shall be
solely responsible for payment of its attorneys and that in no event shall
either party be responsible for the other part's attorney fees regardless of
the outcome of the litigation.
ARTICLE XVII.
LEGAL CONSTRUCTION
17.1 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 considered as if the invalid, illegal or unenforceable
provision had never been contained in this Agreement.
Developer Agreement — City I Lubbock Student Housing 1I, L.P. 10
2003.
ARTICLE XVIII.
COUNTERPARTS
18.1 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.
ARTICLE XIX.
SUCCESSORS AND ASSIGNS
19.1 The terms and conditions of this Agreement are binding upon the
successors and assigns of all parties hereto. Provided, however, this
Agreement shall not be assigned by Developer without prior City Council
approval, which approval shall not be unreasonably withheld.
ARTICLE XX.
ENTIRE AGREEMENT
20.1 This Agreement embodies the complete agreement of the parties hereto as
it relates to the Public Improvements in Bond Issue One, phase One of the
Project, superseding all oral or written previous and contemporary
agreements between the parties and relating to matters 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.
EXECUTED in duplicate and effective as of the Ath day of December ,
CITY OF LUBBOCK
2. -
SENIOR COUNCIL MEMBER
Lubbock Two Student Housing, L.P.
Developer Agreement — City / Lubbock Student Housing II, L.P. I I
ATTEST:
Rebecca Garza, City Secretary
APPROVED AS TO CONTENT:
Craig F , Managing Director of
Planning and Transportation
APPROVED AS TO FORM:
Linda Chamales, Supervising Attorney
Office Practice Section
Developer Agreement — City 1 Lubbock Student Housing II, L.P. 12
EXHIBIT A
MAP
Developer Agreement — City / Lubbock Student Housing II, L.P. 13
EXHIBIT
North Overton
TiF Project Plan
Proposed Projects
.Way 2003
111 1 171 F�
Broadway
EXHIBIT B
PLANS
Developer Agreement — City 1 Lubbock Student Housing 11, L.P. 14
EXHIBIT C
NORTH OVERTON TAX INCREMENT FINANCING
REINVESTMENT ZONE
FIRST AMENDED PROJECT PLAN AND FINANCE PLAN
Developer Agreement — City / Lubbock Student Housing Il, L.P. 15
FINANCING PLAN
(Amended)
North Overton Area
Tax Increment Financing Reinvestment Zone
LUBBOCK, TEX45
MAY 2003
Financing Plan
FINANCING PLAN
The Financing Plan provides information on the projected impact that the North Overton Area
Tax Increment Finance Reinvestment Zone (Zone) could have on the property described in
Exhibit A. It will also describe how that impact could be utilized to enhance the area and region
through leveraging the resources of each entity that participate in the project.
Below is a summary of the Financing Plan items required by law:
1. The proposed public improvements in the Zone are as follows:
• Capital costs, including the actual costs of the acquisition and construction of
public works, public improvements, new buildings, structures, and fixtures; the
actual costs of the acquisition, demolition, alteration, remodeling, repair, or
reconstruction of existing buildings, structures, and fixtures; and the actual costs
of the acquisition of land and equipment and the clearing and grading of land;
• Financing costs, including all interest paid to holders of evidences of indebtedness
or other obligations issued to pay for project costs and any premium paid over the
principal amount of the obligations because of the redemption of the obligations
before maturity;
• Any real property assembly costs;
• Professional service costs, including those incurred for architectural, planning,
engineering, and legal advice and services;
• Any relocation costs;
• Organizational costs, including costs of conducting environmental impact studies
or other studies, the cost of publicizing the creation of the Zone, and the cost of
implementing the project plan for the Zone;
• Interest before and during construction and for one year after completion of
construction, whether or not capitalized;
• The amount of any contributions made by the municipality from general revenue
for the implementation of the project plan;
• Imputed administrative costs, including reasonable charges for the time spent by
employees of the municipality in connection with the implementation of a project
plan;
• The cost of operating the Zone and project facilities; and
Page 1
North Overton Area Financing Plan
City of Lubbock, Texas
Financing Plan
• Payments made at the discretion of the governing body of the municipality that
the municipality finds necessary or convenient to the creation of the Zone or to
the implementation of the project plans for the Zone.
2. Estimated Project Cost of Zone, including administrative expenses.
• Project cost estimates currently total $2.56M for Projects 1 & 2 and $15.2M for
Projects 3-9, for a total of project cost of $17.8 Million. Administrative expense
estimates currently total $340,000. Specific cost estimates are included in Table I
of the Feasibility Analysis.
3. Economic Feasibilty Study.
• An economic feasibility study has been completed and is included as a part of this
Financing Plan.
4. The estimated amount of bonded indebtedness to be incurred.
• The debt capacity produced from the estimated tax increment through the 2011
period should yield approximately $18.1M at issuance and an estimated additional
$1.7M from coverage. This should yield a total of approximately $19.8M in
funding capacity over this time period.
5. The time when related costs or monetary obligations are to be incurred.
• Monetary obligations will be incurred with each bond issue; however, it is
expected that development agreements will be in place, which would provide
sufficient tax increment to pay debt coverage for each bond issuance.
6. A description of the methods of financing all estimated project costs and the
expected sources of revenue to finance or pay project costs including the percentage
of tax increment to be derived from the property taxes of each taxing unit on real
property in the Zone.
• Project costs will be financed using bond issues with payment provided by tax
increment funds received. The revenue sources will be the real property taxes
captured by the Zone, which will account for 100% of revenues used to fund
project costs and bonds issued. For the Financial Plan, it is assumed that all
taxing jurisdictions will participate at 100% of their incremental taxable value.
7. The current total appraised value of taxable real property in the Zone.
• The appraised value of the taxable real property in the Zone that the Lubbock
Central Appraisal District certified in July 2002 was $26.9 Million. This amount
is the base value for the district in calculating future increments.
Page 2
North Overton Area Financing Paan
City of Lubbock, Texas
Financing Plan
8. The estimated appraised valued of the improvements in the Zone during each year
of existence.
Table X
YEAR
2002
2003
2004
2005
2005
2007
2008
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030
2031
2032
TOTAL
0 The estimated appraised value of the improvements in the Zone per year is listed
in the following table.
ANNUAL CAPTURED VALUE
ESTIMATED
DEMOLITIONS S K
(3,703)
(4,003)
(5,883)
(1,588)
(1,599)
(16,776)
ESTIMATED
NEW DEVELOPMENT 5 K
8,807
13,349
41,470
75,957
44,578
25,474
14,159
11,721
235,515
ESTIMATED
ADJUSTED CAPTURED
VALUE $ K
5,104
9,346
35,587
74,369
42,979
25,474
14,159
11,721
218,739
Page 3
North Overton Area Financing Plan
City of Lubbock, Texas
Table 2
YEAR
2002
2003
2004
2005
2006
2007
2008
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030
2031
2032
TOTAL
Financing Plan
• The estimated annual incremental funds available from development and
redevelopment in the Zone are listed in the following table.
ANNUAL INCREMENTAL FUNDS AVAILABLE
ESTIMATED
ADJUSTED CAPTURED
VA UE, $li
5,104
9,346
35,587
74,369
42,979
25,474
14,159
11,721
ESTIMATED
CUMULATIVE CAPTURED
VALUE, SK
5,104
14,450
50,037
124,406
167,385
192,859
207,018
218,739
218,739
218,739
218,739
218,739
218,739
218,739
218,739
218,739
218,739
218,739
218,739
218,739
218,739
218,739
218,739
218,739
218,739
218,739
218,739
2I8,739
218,739
218,739
218,739
ESTIMATED
ANNUAL TAX
INCREMENT, SK
44
125
434
1,080
1,453
1,674
1,797
1,899
1,899
1,899
1,899
1,899
1,899
1,899
1,899
1,899
1,899
1,899
1,899
1,899
1,899
1,899
1,899
1,899
1,899
1,899
1,899
1,899
1,899
48,385
Based on 100% participation and tax rates of.• City -,ti 0.57000; Counr}-5p.I9170; Hospital--,SO.09798; ;Vater District-SO.00830.
Based on full amount of increment (100% collection rata
Page 4
North Overton Area Financing Plan
City of Lubbock, Texas
PROJECT PLAN
(First Amended)
North Overton Area
Tax Increment Finance Reinvestment Zone
LUBBOCK, TEX4S
Prepared for
City of Lubbock
MAY 2003
First Amended Project Plan
PROJECT PLAN
The North Overton Area was established in 1907 and over the next 20 years developed as
a middle-class neighborhood, with home ownership predominating. Following World
War II, the growth of Texas Tech stimulated a need for student housing. This need was
provided by many non -conforming apartments, converted garages, and subdivided
houses, reducing home ownership considerably. Continued growth of Tech encouraged
development of apartment buildings, further destroying the stability of the area.
By the 1980's, the City of Lubbock recognized the need to "explore methods of
stabilizing property values while allowing the area to develop to its fullest potential" and
appointed the Overton North Study Committee. This Committee formulated strategies to
address the area's problems and potential. Among the strategies was the possibility of
utilizing Tax Increment Financing. The City also retained RTKL in 1989 to prepare a
Redevelopment Pian for Downtown Lubbock, which included the North Overton area.
RTKL's plan identified many of the same issues as the Study Committee and more
particularly indicated, "the City must develop creative public/private joint development
opportunities and provide public improvements as incentives for development".
Through a series of economic and real estate factors, nothing materialized from the two
studies during the 1990's, and the situation in North Overton continued to stagnate.
However, at this time, a local developer has come forward with a plan to redevelop about
90% of the North Overton area and has petitioned the City to establish a Tax Increment
Financing (TIF) District to provide the necessary public funds to enter into a public-
private partnership. City staff, working with the developer, has prepared a list of public
infrastructure projects, which will stimulate and enhance the redevelopment of North
Overton. It is expected that the North Overton Area Tax Increment Financing
Reinvestment Zone planned expenditure of approximately $27 million for public
infrastructure improvements will result in future development/redevelopment in the Zone
which will increase the taxable value by approximately $218.7 Million over the ,Zone's
30 -year life.
As set forth in Section 311.011 of the Tax Increment Financing Act of the Tax Code, the
Project Plan for the North Overton Area Tax Increment Finance Reinvestment Zone,
Lubbock-, Texas must and does include the following elements:
1. A map showing existing uses and conditions of real property in the
Zone and a map showing proposed improvements to and proposed
uses of the property.
Following is a map showing uses of real property in the North Overton
Area TIF Reinvestment Zone and a map indicating potential locations of
proposed public improvements in the zone.
Page 1
North Overton Area Project Plan
City of Lubbock
First Amended Project Plan
2. Proposed changes of zoning ordinances, the master plan of the
municipality, building codes, and other municipal ordinances.
No changes anticipated at this time except to zoning ordinances. Zoning
ordinances will be modified to provide architectural guidelines and special
zoning considerations to provide for redevelopment of the North Overton
area as a pedestrian -oriented, neo -traditional development.
3. A list of estimated non -project costs.
Non -project costs within the Zone area are those development costs not
paid for by the Zone. These costs will include, but are not limited to,
$235.5 Million of new development.
4. A statement of a method of relocating persons to be displaced as a
result of implementing the plan.
In the process of developing and redeveloping the Zone, it is not
contemplated there will be any involuntary relocations. However, it may
be necessary to relocate individuals and businesses through voluntary
buyout. In the event that this is required, the City or private developer will
follow the procedures that would be used in the development or
construction of other public or private improvements outside the Zone.
Page 2
North Overton Area Project Pian
City of Lubbock
First Amended Project Plan
NORTH OVERTON PROJECT PLAN 5-08-03
TIF Expense, Phase 1 Prosect 1&2 Cost Project 3 -Remaining Total Cost
Projects Cost
Street Reconstruction/Resurfacing S
991,757
S4,760,970
A/E Services
Reconstruction, curb & gutter
Round -abouts
Round -About Amenities S
40,000
S 120,000
A/E services
Landscaping, concrete, irrigation
Pedestrian lighting &
street furniture.
Eighth Street Boulevard $
70,218
S 306,282
(University to Ave. X)
Replace curb & gutter
8"i Street Boulevard Amenities S
175,000
S 850,000
A/E services
Landscaping & street furniture
irrigation, concrete, street lighting
Landscaping in the Parkway $
375,859
S 1,122,000
A/E services
Landscaping, concrete,
irrigation, Pedestrian lighting
& street furniture
Water,'Waste Water S
446,000
$ 2,599,000
Replacement vs. Relocation
Electric Utility—Underground S
461,784
$ 3,041,130
Removal & relocation
Pioneer Park Improvements
- 0 -
$ 500,000
Marsha Sharp Fnvy. Frontage
- 0 -
$ 1,000,000
University Ave.Blvd.
- 0 -
$ 900,000
Total Bond Issues (L — 5)
$ 2,560,618
$17,760,000
' Administration
TOTAL PHASE 1 TIF COST
PHASE 2 — YEARS 7 — 30
Public Infrastructure — TIF Reimbursements eligible
under the statute
TOTAL TIF COST
LOAD collection fee is deducted before payment
$5,752,727
$ 160,000
S 376,500
$ 1,025,000
$ 1,497,859
$ 3,045,000
$ 3,502,914
$ 500,000
S 1,000,000
$ 900,000
$15,199,382
$ 340,000
$18,100,000
$ 9,418,000
$27,178,000
Page 3
North Overton Area Project Plan
City of Lubbock
EXHIBIT D
"STERLING POINT"
DIRECT CITY PARTICIPATION AND TIF FUNDING
PHASE ONE, PROJECT THREE, BUND ISSUE ONE
Project % Participation
Cost Estimate
Street Reconstruction/Resurfacing
100%
$ 174,510
(Tract #4)
A/E Services
Reconstruction of Avenue X
(Main to 8`h Street)
Eighth Street Boulevard
$ 208,680
(Avenue X to Ave. W)
Replace S curb & gutter
Reimbursement by McCanton Woods
($44,286)
81h Street Median Amenities
100%
$ 175,000
Landscaping & street furniture
irrigation, concrete, street lighting
Landscaping in the Parkway
100%
$ 223,560
Adjacent to Ave. X & W, Stn
A/E services
Softscape
Water/Waste Water
100%
$ 195,286
Replacement vs. Relocation
Electric Utility (LP&L)— Underground
100%
$ 191,928
Removal & relocation*
Contingency $ 88,000
Total $1,212,678
*As agreed in the Memorandum of Understanding, McCanton Woods will be responsible
for $44,286.00 of this portion of the 81h Street Boulevard costs.
Developer Agreement — City / Lubbock Student Housing II, L.F. 16
EXHIBIT E
"STERLING POINT"
DEVELOPER PARTICIPATION
PHASE ONE, PROJECT THREE, BOND ISSUE ONE
Project % Participation Cost Estimate
Street Reconstruction/Resurfacing 0% -0-
(Tract
0 -
(Tract #4)
A/E Services
Reconstruction of Ave X to 8`h
Eighth Street Boulevard 0% -0-
(Ave. X to Ave. W)
8th Street Median Amenities 0% -0-
Landscaping
0 -
Landscaping & street furniture
irrigation, concrete, street lighting
Landscaping in the Parkway 100% $149,040
Adjacent to Ave. X & W, 8`h
Hardscape (concrete, pavers, etc)
Irrigation
Water/Waste Water 0% -0-
Replacement
0 -
Replacement vs. Relocation
Electric Utility — Underground 0% -0-
removal & relocation
Contingency -0-
Total
0 -Total $149,040
Developer Agreement — City / Lubbock Student Housing II, L.P. 17
EXHIBIT F
DESIGN GUIDELINES
(when available)
Developer Agreement — City 1 Lubbock Student Housing II, L.P. 18
EXHIBIT G
CONSTRUCTION SCHEDULE
(To be prepared jointly)
Developer Agreement — City f Lubbock Student Housing II, LT. 19
eaolution No. 2005-R0042
innuary 27, 2005
Contract B Item No. 47
RESOLUTION
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK:
THAT the Mayor Pro Tem of the City of Lubbock BE and is hereby authorized
and directed to execute for and on behalf of the City of Lubbock an Agreement between
the City of Lubbock and Lubbock Three Student Housing, L.P. regarding the funding of
public improvements in Phase One, Bond Issue Two, Project One, of the Project Plan for
the North Overton Tax Increment Finance Reinvestment Zone. Said Agreement is
attached hereto and incorporated in this Resolution as if fully set forth herein and shall be
included in the minutes of the Council.
Passed by the City Council this 27th day of January 2005
TOM MARTIN, MAYOR PRO TEM
ATTEST:
Garza, City Secretary
APPRO AS T CONTENT:
Craig arm ,Managing Director
of Planning and Transportation
APPROVED AS TO FORM:
Linda L. Chamales, Senior Attorney
Office Practice Section
City Att / Linda: Res -NO TIF Ded.Agret-Lubbock 3 Student Housing
January 18, 2005
DEVELOPER PARTICIPATION AGREEMENT BETWEEN THE
CITY OF LU13BOCK AND LUBBOCK 3 STUDENT HOUSING, L.P.
STATE OF TEXAS §
COUNTY OF LUBBOCK §
This agreement is between the City of Lubbock, a Texas municipal corporation
(hereinafter called "City") and Lubbock 3 Student Housing, L.P. (hereinafter called
"Developer").
WHEREAS, the City recognizes the importance of its continued role in local
economic development; and
WHEREAS, the City, upon receipt of a petition requesting creation of a tax
increment financing district from the owners of more than 50 per cent of the appraised
value of the area, adopted Ordinance No. 2002-029, March 14, 2002, establishing the
North Overton Tax Increment Financing Reinvestment Zone in accordance with the
provisions of the Tax Increment Financing Act, V.T.C.A. Tax Code, Chapter 311 (the
"Act"); and
WHEREAS, in accordance with the Act, the Board of Directors of the North
Overton Tax Increment Financing. Reinvestment Zone has prepared an Amended Project
Plan (the "Project Plan") and an Amended Financing Plan (the "Financing Plan"), and the
City, in accordance with the Act and after making all findings required by the Act, has
adopted or will adopt, an ordinance approving the plans; and
WHEREAS, the Act authorizes the expenditure of funds derived within a
reinvestment zone, whether from bond proceeds or other funds, for the payment of
expenditures made and monetary obligations incurred by a municipality consistent with
the project plan of the reinvestment zone, which expenditures and monetary obligations
constitute project costs, as defined in the Act ("Project Costs"); and
WHEREAS, Developer has acquired certain real property situated within the
North Overton Tax Increment Financing Reinvestment Zone (the "TIF District") and
intends to develop the property as Sterling University Fountains (the "Project"), in
accordance with the plat which is attached and marked "Exhibit A"; and
WHEREAS, Developer intends to develop the property depicted on the plat as a
multi -family structure substantially in accordance with the design which is attached and
marked "Exhibit B"; and
WHEREAS, The City, after due and careful consideration, has concluded that the
redevelopment of the Project as a portion of the TIF District as provided herein and in the
Developer Agreement- City I Lubbock Studen7
g. L.P.
and Finance Plans adopted by the Board of Directors of the North Overton
Tax Increment Financing Reinvestment Zone which are also attached and
marked "Exhibit C"
ARTICLE III.
DEFINITIONS
3.1 "Parkway" is herein defined as any part of the public right-of-way lying
between the curb or grade line of any public street and the abutting private
property line.
3.2 "Hardscape" is herein defined as the hard surface portion of the
landscaping in the parkway such as stone, concrete, brick or other
approved surface under the Design Guidelines as set forth in Exhibit F.
3.3 "Softscape" is herein defined as plant materials, ground preparation,
pedestrian lighting, street furniture, and trash receptacles.
ARTICLE IV.
CITY PARTICIPATION
4.1 In accordance with Bond Issue Two, Phase I, Project One of the Amended
Project Plan recommended by the Board of Directors of the North Overton
District Tax Increment Finance Reinvestment Zone and approved by the
City Council of the City of Lubbock, and in accordance with the City of
Lubbock Redevelopment Policies and Tax Increment Finance Policies, the
City agrees to dedicate and pledge the use of revenue in the Tax Increment
Fund to directly participate in the cost of the Public Improvements as
shown in the attached "Exhibit D," entitled "Sterling University
Fountains," Direct City Participation and TIF Funding, Phase One, Bond
Issue Two, Project One.
4.2 This Agreement shall authorize funding only for Bond Issue Two, Phase
One, Project One of the Project. Participation shall be based on actual
construction costs incurred by the City or verified by the City upon
application and certification by Developer. In the event that the actual
costs of the individual Direct City Participation items are less than the
amounts shown in Exhibit D, then the City will utilize the "savings" (in its
sole discretion) to increase any other individual Direct City Participation
element, if needed to provide sufficient funding for the Direct City
Participation in other project element or elements. City also reserves the
right to reallocate the "savings" for projects in a subsequent phase of the
Project. Direct City Participation in Phase One, Bond Issue Two, Project
Developer Agreement — City / Lubbock 3 Student Housing . L.P. 3
Project Plan will further the growth of the City, facilitate the redevelopment of the entire
TIF District, improve the environment of the City, increase the assessed valuation of the
real estate situated within the City, foster increased economic activity within the City,
increase employment opportunities within the City, upgrade public infrastructure within
the TIF District, and otherwise be in the best interests of the City by furthering the health,
safety, and welfare of its residents and taxpayers, and that entering into this Agreement is
necessary and convenient to implement the Plans and achieve their purposes; and
WHEREAS, the City is desirous of having Developer undertake the Project in
order to serve the needs of the City and in order to produce increased tax revenues for the
various taxing units authorized to levy taxes on real property within the TIF District and
the City and, in order to stimulate and induce the redevelopment of the TIF District, the
City has agreed to participate by dedicating and pledging the use of revenue in the Tax
Increment Fund to finance certain Project Costs, all in accordance with the terms and
provisions of the Act, with the guidelines set up by the City to be followed in
City/Developer participation agreements, and with the terms of this particular
Agreement; and
WHEREAS, the Developer desires to have the City participate and the City
agrees to participate in the construction of Public Improvements such as street
reconstruction, street lighting, landscaping, street furniture, sidewalks, and water/waste
water replacement and relocation;
NOW, THEREFORE, in consideration of the foregoing and of the mutual
covenants and agreements herein, the Parties agree as follows:
ARTICLE I.
RECITALS AND EXHIBITS PART OF AGREEMENT
1.1 The representations, covenants and recitations set forth in the foregoing
recitals are material to this Agreement and are hereby incorporated into
and made a part of this Agreement as though they were fully set forth in
this Article I. Exhibits A, B, C, D, E, F, and G, attached hereto are
incorporated into this Agreement as if fully set forth herein.
ARTICLE Il.
DEVELOPMENT PLAN —NORTH OVERTON
2.1 Developer has acquired certain real property situated within the North
Overton Tax Increment Financing Reinvestment Zone and intends to
develop the property known as Sterling University Fountains (the
"Project"), in accordance with the map and design which are attached and
marked "Exhibits A and B," and in accordance with the Amended Project
Developer Agreement — City I Lubbock 3 Student Housing, L.P. 2
One, shall be limited to the total amount approved by the City Council for
Phase One, Bond Issue Two, Project One of the Project Plan, which is
$1,030,577.00.
4.3 The City shall review the Developer's cost estimates in order to deter undue
loading of costs, collusion or fraud prior to approval of payment of the
Direct City Participation. The City may, at its discretion, pay any
increases in the actual cost of a public improvement over its estimated
cost, provided favids are available. However, unless the North Overton
TIF project and financial plans and this document are amended to so
provide, in no case shall the City ever be liable for any amount above and
beyond a total of $1,030,577.00, the agreed payment of the City's share of
the public improvements contained herein. Nothing in this Agreement
shall be construed to require City to approve reimbursements from any
source of City funds other than the Tax Increment Fund.
4.4 Increases in the scope of the project beyond that contemplated by the plans
and budget within this document shall be paid by the party requesting the
increase in scope.
4.5 The City anticipates issuing debt to reimburse the Developer and costs
advanced by City for project costs authorized pursuant to this Article. The
reimbursement will be paid from the proceeds of debt issued by the City
when TIF revenues from taxable improvements will provide 1.25 times
coverage calculation of the maximum annual debt service payments on the
debt.
4.6 City agrees to make available to the Developer for inspection all of its
books and records related to the Public Improvements constructed for the
Project and to allow Developer access to the Public Improvement site
during the construction for the purpose of periodic inspection of the
construction work. City agrees, when applicable, to follow the Design
Guidelines, including the Landscape Plan attached hereto as Exhibit F.
4.7 City shall provide the Developer copies of contracts denoting costs for
engineering services directly related to the final engineering for
development of Public Improvement construction plans and specifications.
4.8 For those Public Improvements in the Project constructed by City in which
there is Direct Developer Participation greater than 30% City agrees to
submit the Public Improvements to competitive sealed bids and agrees to
award the contract to construct the Public Improvements to the lowest
responsible bidder.
4.9 City agrees to construct those projects listed in Exhibit D for which the
participation is 100% and to reimburse Developer as agreed above for the
Developer Agreement — City / Lubbock 3 Student Housing, L.P. 4
remaining projects to the extent funds are available in Phase One, Bond
Issue Two, Project One of the Amended Project Plan.
4.9 The City and Developer shall cooperate and coordinate their activities with
respect to the commencement and construction of the Public
Improvements and the Project so that the commencement and construction
of the Public Improvements shall occur at such times as are necessary to
meet the construction time requirements of Developer for the Project. The
parties agree to jointly prepare (and update from time to time as necessary)
a construction schedule of the Public Improvements in order to help
implement the parties' obligations. Such schedule, when completed, (and
as updated) shall become Exhibit G to this Agreement.
ARTICLE V.
DEVELOPER OBLIGATIONS
5.1 In accordance with the plans in Exhibit B, as approved or amended by the
Planning and Zoning Commission, and in accordance with Bond Issue
Two, Phase One, Project One of the Amended Project Plan recommended
by the Board of Directors of the North Overton Tax Increment Financing
Reinvestment Zone and approved by the City Council of the City of
Lubbock, the Developer agrees to construct and complete Sterling
University Fountains to be located as depicted on the plat attached as
Exhibit A, before October 5 , 2005.
5.2 In accordance with the plat and design in Exhibits A and B and in
accordance with Bond Issue Two, Phase One, Project One of the Project
Plan recommended by the Board of Directors of the North Overton Tax
Increment Financing Reinvestment Zone and approved by the City
Council of the City of Lubbock, the Developer agrees to construct and/or
participate in the actual cost of construction of the Public Improvements
and in the percentages as shown in the attached Exhibit E, entitled
"Sterling University Fountains Developer Participation, Phase One,
Project One, Bond Issue Two". Prior to construction the plans and the
contract shall be reviewed and approved by the City. Developer shall be
responsible for construction of the hardscape and the irrigation in the
Parkway in accordance with the Design Guidelines, including the
Landscape Plan, attached as Exhibit F.
5.3 Developer agrees to make available to the City for inspection all of its
books and records related to the public improvements constructed for the
project and to allow the City access to the Project during construction for
the purpose of periodic inspection of the construction work.
Developer Agreement — City / Lubbock 3 Student Housing, L.P. 5
5.4 Developer shall provide City copies of contracts denoting costs for
engineering services directly related to the final engineering for
development of construction plans and specifications. Only engineering
services directly related to final engineering shall be eligible for project
cost reimbursement..
5.5 For those Public Improvements in the Project constructed by Developer in
which there is Direct City Participation greater than thirty per cent,
Developer agrees to submit the Public Improvements to competitive
sealed bids and agrees to award the contract to construct the Public
Improvements to the lowest responsible bidder in accordance with state
law and city ordinances regarding public bids. On those items where there
is Direct City Participation, City reserves the right to do the construction
of the public improvement with contribution from Developer if it is more
economical for the City to build than for Developer to do the construction.
5.6 Developer acknowledges that City will be issuing debt backed by revenue
in the Tax Increment Fund to fund the public improvements referenced in
the Agreement, and Developer therefore agrees that the project located as
depicted in the plat attached as Exhibit A shall not be sold or transferred to
any entity that does not pay property taxes for this property for a period of
twenty years from the date of this Agreement. If, during the 20 -year
period, the property is sold to an entity that does not pay property taxes,
Developer agrees to pay into the Tax Increment Fund a sum equal to the
amount of increment that would have been generated by that property over
the remainder of the twenty year period at the effective tax rate on the date
of the sale.
5.7 Developer agrees to utilize Lubbock Power & Light (LP&L) for electrical
services for a period of at least twenty (20) years, so long as LP&L's rates
are competitive on a state-wide basis.
ARTICLE VI.
FORCE MAJEURE
6.1 It is expressly understood and agreed by the parties to this Agreement that
if the substantial completion of the construction of any improvements
contemplated 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 or their contractors,
fire or other casualty, court injunction, necessary condemnation
proceedings, acts of the other party, its affiliates/related entities and/or
their contractors, or any 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, the party so
Developer Agreement — City / Lubbock 3 Student Housing, L.P. 6
obligated shall be excused from performing during such period of delay,
so that the time period applicable to the design or construction
requirement shall be extended for a period of time equal to the period the
party was delayed.
ARTICLE VII.
TERM
7.1 The term of this agreement shall begin on the date of execution and end
upon the earlier of (a) the complete performance of all obligations and
conditions precedent by parties to this Agreement; or (b) the expiration of
the term of the North Overton Tax Increment Financing Reinvestment
Zone; provided however, that the obligations of City to apply increment
which has accrued during the term of the North Overton Tax Increment
Financing Reinvestment Zone but which is not collected until subsequent
to the expiration of the term toward unreimbursed Project Costs pursuant
to this Agreement shall survive.
ARTICLE VIII.
INSURANCE
8.1 Developer agrees to obtain or cause its Contractors and/or subcontractors
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 of Directors for the North Overton
Tax Increment Finance District as additional insureds, due to any damage,
injury, or death attributed to the Developer or its Contractors or
subcontractors while completing the Public Improvements in which there
is Direct City Participation.
ARTICLE IX.
RIGHT OF OFFSET
9.1 City may at its option, offset any amounts due and payable to Developer
under this Agreement against any debt (including taxes) lawfully due to
City from Developer, regardless of whether the amount due arises
pursuant to the terms of this Agreement or otherwise and regardless of
whether or not the debt due to city has been reduced to judgment by a
court.
ARTICLE X.
INDEMNITY
Developer Agreement — City / Lubbock 3 Student Housing, L.P. 7
10.1 Developer agrees to defend, indemnify and hold 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 may arise out
of or be 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, employees or subcontractors, 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 City, its officers, agents, employees or separate contractors,
and in the event of joint and concurrent negligence of both Developer and
City, 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 City under Texas law and
without waiving any defenses of the parties under Texas 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.
ARTICLE X1.
AUTHORITY TO BIND
11.1 The City represents and warrants to Developer that the City has full
constitutional and lawful right, power, and authority, under currently
applicable law to execute and deliver and perform the terms and
obligations of this Agreement, and all necessary City proceedings,
findings and actions. Accordingly, this Agreement constitutes the legal
valid and binding obligation of the City, is enforceable in accordance with
its terms and provisions and does not require the consent of any other
governmental authority.
11.2 Developer hereby represents and warrants to the City that Developer has
full lawful right, power and authority to execute and deliver and perform
the terms and obligations of this Agreement and all of the foregoing have
been or will be duly and validly authorized an approved by all necessary
actions of Developer. Concurrently with Developer's execution of this
Agreement, Developer has delivered to the City copies of the resolutions
or other corporate actions authorizing the execution of this Agreement and
evidencing the authority of the persons signing this Agreement on behalf
of Developer to do so. Accordingly, this Agreement constitutes the legal,
valid and binding obligation of Developer, and is enforceable in
accordance with its terms and provisions.
Developer Agreement — City / Lubbock 3 Student Housing. L.P. 8
ARTICLE XII.
DEFAULT
12.1 A default shall exist if any party fails to perform or observe any material
covenant contained in this Agreement, or if the representation provided for
in Section IX is not true or correct. A party shall immediately notify the
defaulting parry in writing upon becoming aware of any change in the
existence of any condition or event that would constitute a default by the
defaulting party, or with the giving of notice or passage of time, or both
would constitute a default by defaulting party under this Agreement. Such
notice shall specify the nature and the period of existence thereof and what
action if any, the notifying party requires with respect to curing the
default.
12.2 If a default shall occur and continue, after thirty (30) days written notice to
cure default, City may, at its option terminate this Agreement or pursue
any and all remedies it may be entitled to in accordance with Texas law,
without the necessity of further notice to or demand upon Developer.
ARTICLE XIII.
FEDERAL FUNDING
13.1 The City represents and warrants to Developer that no federal funds or
federally assisted project activities as administered by or under the control
of the City are involved in this project at this time. City further agrees that
it does not have any intention or plans to participate in the fixture in any
federally assisted project activities in the North Overton Tax increment
Finance Reinvestment Zone.
13.2 Developer represents and warrants to City that Developer has no federal
funds involved in this project at this time. Developer further agrees that it
will not in the future participate in any federally assisted project activities
in the North Overton Tax Increment Finance Zone.
ARTICLE XIV.
NOTICES
14.1 Any notice required by this Agreement shall be deemed to be properly
served if deposited in the U.S. mails by certified letter, return receipt
requested, addressed to the recipient at the recipient's address shown
below, subject to the right of either part to designate a different address by
notice given in the manner just described.
Deveioper Agreement — City I Lubbock 3 Student Housing, L.P. 9
14.2 If intended for City notice shall be sent to:
Director of Planning
City of Lubbock
P.O. Box 2000
1625 13th Street
Lubbock, Texas 79457
14.3 If intended for Developer, notice shall be sent to:
Lubbock 3 Student Housing, L.P.
The Dinerstein Companies
6363 Woodway, Suite 1000
Houston, Texas 77057
ARTICLE XV.
VENUE AND GOVERNING LAW
15.1 This Agreement is performable in Lubbock County, Texas, and venue for
any action arising out of this Agreement shall be exclusively in Lubbock
County.
15.2 This Agreement shall be governed and construed in accordance with the
laws of the State of Texas.
ARTICLE XVI.
ATTORNEY FEES
16.1 Developer and City expressly agree that in the event of any litigation
arising between the parties to this Agreement that each party shall be
solely responsible for payment of its attorneys and that in no event shall
either party be responsible for the other part's attorney fees regardless of
the outcome of the litigation.
ARTICLE XVII.
LEGAL CONSTRUCTION
17.1 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
Developer Agreement — City / Lubbock 3 student Housing , L.P. 10
Agreement shall be considered as if the invalid, illegal or unenforceable
provision had never been contained in this Agreement.
ARTICLE XVIII.
COUNTERPARTS
18.1 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.
ARTICLE XIX.
SUCCESSORS AND ASSIGNS
19.1 The terms and conditions of this Agreement are binding upon the
successors and assigns of all parties hereto. Provided, however, this
Agreement shall not be assigned by Developer without prior City Council
approval, which approval shall not be unreasonably withheld.
ARTICLE XX.
ENTIRE AGREEMENT
20.1 This Agreement embodies the complete agreement of the parties hereto as
it relates to the Public Improvements in Bond Issue One, Phase One of the
Project, superseding all oral or written previous and contemporary
agreements between the parties and relating to matters 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.
Developer Agreement — City / Lubbock 3 Student Housing , L.P. I 1
2005.
EXECUTED in duplicate and effective as of the 27th day of Janus
CITY OF LUBBOCK
MAYOR PRO TEM By:
ATTEST:
Re ecca Garza., City Secretary
APPROVED S TO CONTENT:
Craig Farm , Managing Director of
Planning and Transportation
APPROVED AS TO FORM:
Lubb t Housing, L.P.
C�•-cs
Linda Chamales, Senior Attorney
Office Practice Section
Developer Agreement — City / Lubbock 3 Student Housing. L.P. 12
EXHIBIT A
PIAT
Developer Agreement — City I Lubbock 3 Student Housing , L.P. 13
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EXHIBIT A
EXHIBIT B
PLANS
Developer Agreement — City / Lubbock 3 Student Housing , L.P. 14
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EXHIBIT B
EXHIBIT C
NORTH OVERTON TAX INCREMENT FINANCING
REINVESTMENT ZONE
FIRST AMENDED PROJECT PLAN AND FINANCE PLAN
Developer Agreement — City I Lubbock 3 Student Housing. L.P. 15
EXHIBIT C
PROJECT PLAN
(Second Amended)
North Overton Area
Tax Increment Finance Reinvestment Zone
LUBBOCK, TEXAS
Prepared for
City of Lubbock
October 2004
Second Amended Project Plan
PROJECT PLAN
The North Overton Area was established in 1907 and over the next 20 years developed as
a middle-class neighborhood, with home ownership predominating. Following World
War H, the growth of Texas Tech stimulated a need for student housing. This need was
provided by many non -conforming apartments, converted garages, and subdivided
houses, reducing home ownership considerably. Continued growth of Tech encouraged
development of apartment buildings, further destroying the stability of the area.
By the 1980's, the City of Lubbock recognized the need to "explore methods of
stabilizing property values while allowing the area to develop to its fullest potential" and
appointed the Overton North Study Committee. This Committee formulated strategies to
address the area's problems and potential. Among the strategies was the possibility of
utilizing Tax Increment Financing. The City also retained RTKL in 1989 to prepare a
Redevelopment Plan for Downtown Lubbock, which included the North Overton area.
RTKL's plan identified many of the same issues as the Study Committee and more
particularly indicated, "the City must develop creative public/private joint development
opportunities and provide public improvements as incentives for development".
Through a series of economic and real estate factors, nothing materialized from the two
studies during the 1990's, and the situation in North Overton continued to stagnate.
However, at this time, a local developer has come forward with a plan to redevelop about
90% of the North Overton area and has petitioned the City to establish a Tax Increment
Financing (TIF) District to provide the necessary public funds to enter into a public-
private partnership. City staff, working with the developer, has prepared a list of public
infrastructure projects, which will stimulate and enhance the redevelopment of North
Overton. It is expected that the North Overton Area Tax Increment Financing
Reinvestment Zone planned expenditure of approximately $51.9 million for public
infrastructure improvements will result in future development/redevelopment in the Zone
which will increase the taxable value by approximately $317 Million over the Zone's 30 -
year life.
As set forth in Section 311.011 of the Tax increment Financing Act of the Tax Code, the
Project Plan for the North Overton Area Tax Increment Finance Reinvestment Zone,
Lubbock, Texas must and does include the following elements:
1. A map showing existing uses and conditions of real property in the
Zone and a map showing proposed improvements to and proposed
uses of the property.
Following is a map showing uses of real property in the North Overton
Area TIF Reinvestment Zone and a map indicating potential locations of
proposed public improvements in the zone.
Page l
North Overton Second Amended Project Plan
City of Lubbock
h
Second Amended Project Plan
2. Proposed changes of zoning ordinances, the master plan of the
municipality, building codes, and other municipal ordinances.
No changes anticipated at this time except to zoning ordinances. Zoning
ordinances will be modified to provide architectural guidelines and special
zoning considerations to provide for redevelopment of the North Overton
area as a pedestrian -oriented, neo -traditional development.
3. A list of estimated non -project costs.
Non -project costs within the Zone area are those development costs not
paid for by the Zone. These costs will include, but are not limited to,
$333,455 Million of new development.
4. A statement of a method of relocating persons to be displaced as a
result of implementing the plan.
In the process of developing and redeveloping the Zone, it is not
contemplated there will be any involuntary relocations. However, it may
be necessary to relocate individuals and businesses through voluntary
buyout. In the event that this is required, the City or private developer will
follow the procedures that would be used in the development or
construction of other public or private improvements outside the Zone.
Page 2
North Overton Second Amended Project Plan
City of Lubbock
Second Amended Project Plan
NORTN OVERTON PROJECT PLAN (10-20-04)
TIF Expense Phase 1
Bond Issue #1,
Remaining Projects
Total Cost
Projects 1,2, & 3
Street reconstruction/resurfacing
$1,252,311
$5,000,439
$6,252,750
AIE services
Reconstruction, curb & gutter
Rotaries
Rotary amenities
$40,000
$235,000
$275,000
AIE services
Landscaping - irrigation,
lighting, street furniture
Glenna Goodacre Boulevard
$373,074
$1,976,926
$1,450,000
AIE services
Replace curb & gutter
ROW acquisition
Glenna Goodacre Blvd. Amenities
$350,000
$950,000
$1,300,000
AIE services
Landscaping - irrigation,
lighting, street furniture
Landscaping Parkway
$629,093
$920,907
$1,550,000
AIE services
Landscaping - irrigation,
lighting, street furniture
WaterMaste Water
$496,810
$2,753,190
$3,250,000
Replacement & relocation
Electric utility - underground
$653,712
$3,338,538
$3,992,250
Pioneer Park Improvements
0
$500,000
$500,000
Marsha sharp Fnvy. Frontage
0
$1,000,000
$1,000,000
University Ave. Improvements
0
$900,000
$900,000
Replace curb & gutter
Incentive Projects
$3,500,000
$3,500,000
$23,970,000
Subtotal
$340,000
$340,000
"Administration
Total Phase 1 TIF Cost
$3,795,000
$21,415,000
$24,310,000
Phase 2, Years 7 - 30
Public infrastructure - TIF reimbursement as per statute
$41,810,000
•$900,000 reimbursement to developer
as per agreement
Funds available after bonds are paid & bond interest
$66,121,000
Total TIF Cost
Page 3
North Qvenon Second Amended Proiect Plan
City of Lubbock
Exhibit "A"
EXISTING LAND USE
r —i North Overton TIF Boundary
Existing Land Use October 2004
W Commercial
Industrial
lK Park
W,, Public Use
W High Density Residential
Medium Density Residential
Low Density Residential
Vacant Land
Transportation Communication and Utilities
Exhibit "A"
North Overton Second Amended Project Plan
Exhibit "B"
PROPOSED IMPROVEMENTS AND PROPOSED USES
Overton Park Master Plan
Proposed
-�NorellRetall"�_�_
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SterlingUniver3irYFountains _ --- — —
The Centre At Overton Park Tcxa-, Tech
University_...,
City Bank '
4 M
The Lofts at Overton Park
Sterling University
Sterling University Trails
Wal-Mart
Main Street Condominiums
Exhibit "B"
North Overton Second Amended Project Pian
FINANCING PLAN
(Second Amended)
North Overton Area
Tax Increment Financing Reinvestment Zone
LUBBOCK, TEXAS
OCTOBER 2004
Financing Plan
FINANCING PLAN
The Financing Plan provides information on the projected impact that the North Overton Area
Tax Increment Finance Reinvestment Zone (Zone) could have on the property described in
Exhibit A. It will also describe how that impact could be utilized to enhance the area and region
through leveraging the resources of each entity that participate in the project.
Below is a summary of the Financing Plan items required by law:
1. The proposed public improvements in the Zone are as follows:
• Capital costs, including the actual costs of theacquisition and construction of
public works, public improvements, new buildings, structures, and fixtures; the
actual costs of the acquisition, demolition, alteration, remodeling, repair, or
reconstruction of existing buildings, structures, and fixtures; and the actual costs
of the acquisition of land and equipment and the clearing and grading of land;
• Financing costs, including all interest paid to holders of evidences of indebtedness
or other obligations issued to pay for project costs and any premium paid over the
principal amount of the obligations because of the redemption of the obligations
before maturity;
• Any real property assembly costs;
• Professional service costs, including those incurred for architectural, planning,
engineering, and legal advice and services;.
• Any relocation costs;
• Organizational costs, including costs of conducting environmental impact studies
or other studies, the cost of publicizing the creation of the Zone, and the cost of
implementing the project plan for the Zone;
• Interest before and during construction and for one year after completion of
construction, whether or not capitalized;
• The amount of any contributions made by the municipality from general revenue
for the implementation of the project plan;
• Imputed administrative costs, including reasonable charges for the time spent by
employees of the municipality in connection with the implementation of a project
plan;
• The cost of operating the Zone and project facilities; and
Page i
North Overton Area Second Amended Financing Plan
City of Lubbock
Financing Plan
• Payments made at the discretion of the governing body of the municipality that
the municipality finds necessary or convenient to the creation of the Zone or to
the implementation of the project plans for the Zone.
2. Estimated Project Cost of Zone, including administrative expenses.
• Project cost estimates currently total $3.795 Million for Projects 1, 2 & 3 and
$20.515 Million for remaining projects, for a total of project cost of $24.31
Million. Administrative expense estimates currently total $340,000.
3. Economic Feasibilty Study.
• An economic feasibility study has been completed and is included as a part of this
Financing Plan.
4. The estimated amount of bonded indebtedness to be incurred.
• The debt capacity produced from the estimated tax increment through the 2010
period should yield approximately $24.3M at issuance and an estimated additional
$1.7M from coverage, This should yield a total of approximately $26M in
funding capacity over this time period.
5. The time when related costs or monetary obligations are to be incurred.
Monetary obligations will be incurred with each bond issue; however, it is
expected that development agreements will be in place, which would provide
sufficient tax increment to pay debt coverage for each bond issuance.
6. A description of the methods of financing all estimated project costs and the
expected sources of revenue to finance or pay project costs including the percentage
of tax increment to be derived from the property taxes of each taxing unit on real
property in the Zone.
Project costs will be financed using bond issues with payment provided by tax
increment funds received. The revenue sources will be the real property taxes
captured by the Zone, which will account for 100% of revenues used to fund
project costs and bonds issued. For the Financial Plan, it is assumed that all
taxing jurisdictions will participate at 100% of their incremental taxable value.
7. The current total appraised value of taxable real property in the Zone.
• The appraised value of the taxable real property in the Zone that the Lubbock
Central Appraisal District certified in July 2002 was $26.9 Million. This amount
is the base value for the district in calculating future increments.
Page 2
North Overton Area Second Amended Fitimcing Plan
City of Lubbock
Financing Plan
8. The estimated appraised valued of the improvements in the Zone during each year
of existence.
• The estimated appraised value of the improvements in the Zone per year is listed
in the following table.
Table 1 ANNUAL CAPTi3RED VALUE
YEAR
2002
2003
2004
2005
2006
2007
2008
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030
2031
2032
TOTAL
ESTIMATED
DEMOLITIONS $ K
(2,019)
(12,395)
(2,362)
1b 776
ESTIMA TED
NEW DEVELOPMENT $ K
12,406
21,632
22,142
126,305
102,144
35,913
13,413
333,95
ESTIMATED
ADJUSTED CAPTURED
VALUE S K
10,387
9,237
19,780
126,305
102,144
35,913
13,413
317,_179
Page 3
North Overton Area Second Amended Financing Plan
City of Lubbock:
Financing Plan
• The estimated annual incremental funds available from development and
redevelopment in the Zone are listed in the following table.
Table 2 ANNUAL INCREMENTAL FUNDS AVAILABLE
TOTAL 66,121
* Based on 100% participation and projected tax rates of.• City --S 0.45970; County-SO.255870; Hospital-SO.IO7420; Water District -
S0.008300.
Based on estimated collected amount ofincrement (97.34% collection rate)
Page 4
North Overton Area Second Amended Financing Plan
City of Lubbock
ESTIMATED
ESTIMATED
ESTIMATED
YEAR
ADJUSTED CAPTURED
CUMULATIVE CAPTURED
ANNUAL TAX
VALUE, $K
VALUE, $K
INCREMENT, $A "
2002
-
-
-
2003
10,387
10,387
-
2004
9,237
19,624
96
2005
19,780
39,404
178
2006
126,305
165,709
339
2007
102,144
267,853
1,361
2008
35,913
303,766
2,187
2009
13,413
317,179
2,478
2010
-
317,179
2,586
2011
-
317,179
2,586
2012
-
317,179
2,586
2013
-
317,179
2,586
2014
-
317,179
2,586
2015
-
317,179
2,586
2016
-
317,179
2,586
2017
-
317,179
2,586-
2018
-
317,179
2,586
2019
-
317,179
2,586
2020
-
317,179
2,586
2021
-
317,179
2,586
2022
-
317,179
2,586
2023
-
317,179
2,586
2024
-
317,179
2,586
2025
-
317,179
2,586
2026
-
317,179
2,586
2027
-
317,179
2,586
2028
-
317,179
2,586
2029
-
317,179
2,586
2030
-
317,179
2,586
2031
-
317,179
2,586
2032
-
317,179
2,586
TOTAL 66,121
* Based on 100% participation and projected tax rates of.• City --S 0.45970; County-SO.255870; Hospital-SO.IO7420; Water District -
S0.008300.
Based on estimated collected amount ofincrement (97.34% collection rate)
Page 4
North Overton Area Second Amended Financing Plan
City of Lubbock
Project
EXHIBIT D
"STERLING UNIVERSITY FOUNTAINS"
DIRECT CITY PARTICIPATION AND TIF FUNDING
PHASE ONE, PROJECT ONE, BOND ISSUE TWO
% Participation Cost Estimate
Street Reconstruction/Resurfacing
100%
$ 441,805
(Tract #8)
A/E Services
Reconstruction of Avenue V &
Part of W —6th St. (between X & W)
To Ave.V
Round -About Amenities
100%
-0-
A/E Services
Landscaping, concrete irrigation
Pedistrian lighting & street furniture
Eighth Street Boulevard
$
(University to Avenue X }
Replace S curb & gutter
8th Street Median Amenities
100%
$_0_
-0-
Landscaping & street furniture
Landscaping
irrigation, concrete, street lighting
Landscaping in the Parkway
100%
$ 171,558
A/E services
Softscape
Water/Waste Water
100%
$ 225,286
Replacement vs. Relocation
Electric Utility (LP&L)— Underground
100%
$ 191,928
Removal & relocation
QoE
Total a�i.osu,3 I r
*Parkway is defined as any part of the public right of way lying between the curb or
grade line of any public street and the abutting private property line.
Developer Agreement — City I Lubbock 3 student Housing , L.P. 16
EXHIBIT E
"'STERLING UNIVERSITY FOUNTAINS"
DEVELOPER PARTICIPATION
PHASE ONE, PROJECT ONE, BOND ISSUE TWO
Proiect % Participation Cost Estimate
Street Reconstruction/Resurfacing 0% -0-
(Tract
0 -
(Tract #8)
A/E Services
Reconstruction of Ave X to 8th
Round -About Amenities 0% -0-
AfE Services
Landscaping, concrete, irrigation
Pedestrian lighting & street furniture
Eighth Street Boulevard 0% -0-
(University to Ave. X )
8th Street Median Amenities 0% -0-
Landscaping
0 -
Landscaping & street furniture
irrigation, concrete, street lighting
Landscaping in the Parkway 100% $114,372
Hardscape (concrete, pavers, etc)
Irrigation systems
Water/Waste Water 0% -0-
Replacement
0 -
Replacement vs. Relocation
Electric Utility — Underground 0% -0-
removal & relocation
Total $114,372
Developer Agreement — City 1 Lubbock 3 Student Housing, L.P. 17
EXHIBIT F
DESIGN GUIDELINES
Developer Agreement — City / Lubbock 3 Student Housing , L.F. 18