Resolution No. WHEREAS, participation in the parking garage will result in providing public parking in the downtown area; and

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1 Resolution No. A resolution authorizing the execution of an Agreement between the City of Arlington and the Board of Directors of Tax Increment Reinvestment Zone Number One, Arlington, Texas, that will allow the City to accept payment in the amount of $4,600,000 as the Board s participation in costs of the UTA College Park Project WHEREAS, the University of Texas at Arlington (hereafter UTA ) has determined that it is in the best interest of UTA, its students and faculty, to construct a Special Events Center and a parking garage facility for the Center; and WHEREAS, the parking garage will contain residential units and retail development (hereafter collectively referred to as the UTA College Park Project ), and this development as well as the Special Events Center will bring business to downtown and spur economic development in Arlington; and WHEREAS, participation in the parking garage will result in providing public parking in the downtown area; and WHEREAS, participation in a parking garage to provide public parking at a free or reasonable rate is consistent with the Project and Financing Plan for Tax Increment Reinvestment Zone Number One, Arlington, Texas (the TIRZ ); and WHEREAS, the UTA College Park Project, and specifically the parking garage, is consistent with the City of Arlington s Downtown Master Plan and UTA s Campus Master Plan; and WHEREAS, a recommended funding strategy for the parking garage includes contributions from UTA, the City of Arlington, Texas (hereafter City ), and the TIRZ; and WHEREAS, the TIRZ Board determined it will be beneficial and in furtherance of the Project and Financing Plan for the TIRZ if the City and the TIRZ Board enter into an agreement for the TIRZ Board to pay the City $4,600,000 as hereinafter described for the City to use as a portion of the costs of the City s participation in the parking garage; and WHEREAS, the TIRZ Board respectfully requested that the City Council authorize the City to enter into an agreement with the TIRZ Board to accept the abovementioned funds as the TIRZ Board s participation in the UTA College Park Project; NOW THEREFORE,

2 BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ARLINGTON, TEXAS: I. That the City Manager or his designee is hereby authorized to execute an Agreement with the Board of Directors of Tax Increment Reinvestment Zone Number One, City of Arlington, Texas, that allows the City to accept from the TIRZ Board payment of $460,000 each year through FY 2019 as the TIRZ Board s participation in the UTA College Park Project. The Agreement provides that the expenditures will be subject to annual appropriation by the TIRZ Board, will not exceed $4,600,000, and will be applied only to pay or reimburse the City for costs related to the UTA College Park parking garage. II. A substantial copy of the Agreement is attached hereto and incorporated herein for all intents and purposes. III. Further, the City Manager or his designee is authorized to execute all documents and instruments and to give all approvals necessary to accomplish the agreement and acceptance of funds from the TIRZ Board as described above. PRESENTED AND PASSED on this the day of, 2010, by a vote of ayes and nays at a regular meeting of the City Council of the City of Arlington, Texas. ATTEST: ROBERT N. CLUCK, Mayor KAREN BARLAR, City Secretary (2)

3 THE STATE OF TEXAS AGREEMENT RELATIVE TO PARTICIPATION IN UTA COUNTY OF TARRANT COLLEGE PARK PROJECT KNOW ALL BY THESE PRESENTS: THIS AGREEMENT RELATIVE TO PARTICIPATION IN UTA COLLEGE PARK PROJECT (hereafter Agreement ) is entered into this day of, 2010, between the CITY OF ARLINGTON, TEXAS, (hereafter "CITY"), acting by and through its City Manager or his designee, and TAX INCREMENT REINVESTMENT ZONE NUMBER ONE, ARLINGTON, TEXAS, (hereafter TIRZ No. 1 ). W I T N E S S E T H : WHEREAS, the University of Texas at Arlington (hereafter UTA ) has determined that it is in the best interest of UTA, its students and faculty, to construct a Special Events Center and a parking garage facility (hereafter Parking Garage ) for the Center; and WHEREAS, the Parking Garage will contain residential units and retail development (hereafter collectively referred to as the UTA College Park Project ), and this development as well as the Special Events Center will bring business to downtown and spur economic development in Arlington; and WHEREAS, participation in the Parking Garage will result in providing public parking in the downtown area; and WHEREAS, participation in a Parking Garage to provide public parking at a free or reasonable rate is consistent with the Project and Financing Plan for TIRZ No. 1; and WHEREAS, the UTA College Park Project, and specifically the Parking Garage, is consistent with the City of Arlington s Downtown Master Plan and UTA s Campus Master Plan; and WHEREAS, a recommended funding strategy for the Parking Garage includes contributions from UTA, CITY, and TIRZ No. 1; and WHEREAS, the parties find it will be beneficial and in furtherance of the Project and Financing Plan for TIRZ No. 1 if CITY and the TIRZ Board enter into an agreement for the TIRZ Board to pay CITY $4,600,000 as hereinafter described for CITY to use as a portion of the costs of CITY s participation in the Parking Garage; NOW THEREFORE,

4 In consideration of the covenants and agreements hereinafter contained and subject to the terms and conditions hereinafter stated, the parties hereto do mutually agree as follows: I. PREAMBLE All matters stated in the preamble of this Agreement are found to be true and correct and are hereby incorporated within the body of this Agreement as if copied herein in their entirety. II. OBLIGATIONS OF TIRZ NO. 1 Subject to the terms and conditions of this Agreement, TIRZ No. 1 shall pay CITY $460,000 a year through FY 2019 as TIRZ No. 1 s participation in the UTA College Park Project. The total payment to CITY under this Agreement shall not exceed $4,600,000. The parties recognize that this Agreement shall be subject to annual appropriation and availability of funds TIRZ revenues. In the event adequate funds are not available, then the CITY may, at its option, terminate this Agreement in whole or in part. III. OBLIGATION OF CITY CITY shall use the funds provided by TIRZ No. 1 under this Agreement only on costs associated with the construction of the UTA College Park Project parking garage. The expenditure of the funds by CITY shall be in accordance with the Project and Financing Plan for TIRZ No. 1, said document incorporated by reference herein as if written word for word. In addition, CITY shall require UTA to commit to utilize a portion of the Parking Garage for the provision of public parking at a free or reasonable rate for a period of 30 years. IV. TERM Unless terminated earlier in accordance with its terms and provisions, this Agreement shall commence on the date first written above and continue through FY V. INDEPENDENT CONTRACTOR TIRZ No. 1 and CITY covenant and agree that each will perform the activities hereunder as an independent contractor and not as an officer, agent, servant or employee of the other; each party shall have exclusive control of and the exclusive right to control (2)

5 the details of its activities performed hereunder and all persons performing same, and shall be liable for the acts and omissions of its officers, agents, employees, contractors, subcontractors and consultants; that the doctrine of respondeat superior shall not apply as between CITY and TIRZ No. 1, their officers, agents, employees, contractors, subcontractors and consultants and nothing herein shall be construed as creating a partnership or joint enterprise between CITY and TIRZ No. 1. VI. DEFAULT If either party is in breach of any of the terms and conditions of this Agreement, the aggrieved party shall give written notice thereof, including a reasonably detailed statement of the nature of such breach, to the breaching party. The breaching party will have 30 days after notice is given to cure such breach, or, if the breach cannot reasonably be cured within 30 days, the breaching party shall provide a written estimate of the time needed to cure such breach, shall commence to cure such breach within 10 days of notice from the aggrieved party and shall diligently continue to prosecute such cure to completion. If the breaching party fails to cure, commence to cure in timely manner, or diligently prosecute such cure to completion, the aggrieved party, at its option, shall be entitled to terminate this Agreement or suspend its performance under the Agreement for as long as the breach remains uncorrected, and avail itself of any and all remedies available under this Agreement, at law or in equity. VII. SUCCESSORS AND ASSIGNS CITY and TIRZ No. 1 each bind themselves, their successors, and assigns to the other party to this Agreement. Neither CITY nor TIRZ No. 1 shall assign or transfer its interest in this Agreement without prior notice and the written consent of the other prior to assignment or transfer. VIII. MISCELLANEOUS 8.1 Entire Agreement. This Agreement embodies the complete agreement of the parties hereto, superseding all oral or written previous and contemporaneous agreements between the parties relating to matters herein, and except as otherwise provided herein, cannot be modified without written agreement of the parties. 8.2 Venue. The parties to this Agreement agree and covenant that this Agreement will be enforceable in Arlington, Texas; and that if legal action is necessary to enforce this Agreement, exclusive venue will lie in Tarrant County, Texas. 8.3 Severability. If any of the terms, sections, subsections, sentences, clauses, phrases, provisions, covenants or conditions of this Agreement are for any reason held to be invalid, void or unenforceable, the remainder of the terms, sections, (3)

6 subsections, sentences, clauses, phrases, provisions, covenants, conditions or any other part of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated. 8.4 Applicable Law. This Agreement is entered into subject to the Arlington City Charter and ordinances of CITY, as same may be amended from time to time, and is subject to and is to be construed, governed and enforced under all applicable State of Texas and Federal laws. Situs of this Agreement is agreed to be Tarrant County, Texas, for all purposes, including performance and execution. 8.5 Non-Waiver. It is further agreed that one (1) or more instances of forbearance by CITY or TIRZ No. 1 in the exercise of its rights herein shall in no way constitute a waiver thereof. 8.6 Remedies. No right or remedy granted herein or reserved to the parties is exclusive of any right or remedy herein by law or equity provided or permitted; but each shall be cumulative of every right or remedy given hereunder. No covenant or condition of this Agreement may be waived without written consent of the parties. Forbearance or indulgence by either party shall not constitute a waiver of any covenant or condition to be performed pursuant to this Agreement. 8.7 No Third Party Beneficiary. For purposes of this Agreement, including its intended operation and effect, the parties (CITY and TIRZ No 1) specifically agree and contract that: (1) this Agreement only affects matters/disputes between the parties to this Agreement, and is in no way intended by the parties to benefit or otherwise affect any third person or entity, notwithstanding the fact that such third person or entities may be in a contractual relationship with CITY or TIRZ No. 1 or both; and (2) the terms of this Agreement are not intended to release, either by contract or operation of law, any third person or entity from obligations owing by them to either CITY or TIRZ No Headings. The headings of this Agreement are for the convenience of reference only and shall not affect in any manner any of the terms and conditions hereof. IN WITNESS WHEREOF, the parties hereto have executed this Contract as of the day and year first written above. THE BOARD OF DIRECTORS OF TAX INCREMENT REINVESTMENT ZONE NUMBER ONE, ARLINGTON, TEXAS BY (4)

7 WITNESS: CITY OF ARLINGTON, TEXAS BY TREY YELVERTON Deputy City Manager ATTEST: KAREN BARLAR, City Secretary APPROVED AS TO FORM: JAY DOEGEY, City Attorney BY (5)