HomeMy WebLinkAboutContract 35603 7T,4:Eiy
ECONOMIC DEVELOPMENT PROGRAM AGREEMENT
This ECONOMIC DEVELOPMENT PROGRAM AGREEMENT
("Agreement") is entered into by and between the CITY OF FORT WORTH("City"),
a home rule municipal corporation organized under the laws of the State of Texas and
acting by and through Dale Fisseler, its duly authorized Assistant City Manager, and
LANCASTER AVENUE, LTD. ("Developer"), a Texas limited partnership acting by
and through J. Waymon Levell, President of LT Real Estate Corporation, a Texas
corporation and Developer's sole general partner.
RECITALS
The City and Developer hereby agree that the following statements are true and
correct and constitute the basis upon which the City and Developer have entered into this
Agreement:
A. Developer is the owner of certain real property in the City generally
known as the Oakland Shopping Center, located at 4217, 4233 and 4235 East Lancaster
Avenue, as more specifically described in Exhibit"A", attached hereto and hereby made
a part of this Agreement for all purposes (the "Land"). Improvements on the Land
currently consist of an approximately 42,000 square foot deteriorating commercial and
retail shopping center (4217 and 4235 East Lancaster Avenue) and is contracting to
purchase an approximately 28,000 square foot vacant building site that was formerly a
Grandy's restaurant (4233 East Lancaster Avenue) (the "Out-Parcel Site"). With the
City's encouragement, Developer has proposed to redevelop and upgrade all
improvements on the Land, as more specifically set forth in Exhibit "B", attached hereto
and hereby made a part of this Agreement for all purposes (collectively, the "Required
Improvements").
B. The 2006 Comprehensive Plan, adopted by the City Council on February
21, 2006 pursuant to M&C G-15090 (the "Comprehensive Plan"), recommends that the
City focus on revitalization of the Central City. The Comprehensive Plan specifies that
one of the principal means of revitalization of the Central City will be the redevelopment
of distressed commercial corridors, especially in the vicinity of urban villages, which are
highly urbanized places that have a concentration of jobs, housing units, commercial
uses,public spaces,public transportation and pedestrian activity, and are typically located
along priority commercial corridors.
C. In 2001 the City Council selected East Lancaster Avenue as one of eight
commercial corridors in the Central City where revitalization efforts were most needed
and where use of various federal and state grant funds could most sensibl be focused.
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The Comprehensive Plan identifies the intersection of East Lancaster and Oakland
Boulevard as one of thirteen urban villages (the Oakland Corners Urban Village) where
the City especially should encourage redevelopment. The Comprehensive Plan
recommends that the City (i) encourage rehabilitation and reuse of existing commercial
structures throughout commercial districts; (ii) develop and implement targeted
revitalization strategies for the City's commercial districts in order to create
environments that will attract private investment; and (iii) establish potential incentives to
promote development of vacant land and redevelopment or reuse of deteriorated
properties within designated commercial districts. Because the Land is situated on the
East Lancaster Avenue commercial corridor and within the Oakland Corners Urban
Village, it is appropriate for the City to grant certain incentives in order to make the
Required Improvements financially feasible for Developer and to encourage Developer to
complete the Required Improvements.
D. On November 8, 2006 the City nominated this project to the U.S.
Department of Housing and Urban Development ("HUD") for an Economic
Development Initiative grant. On or about December 28, 2006 HUD notified the City
that this project had been selected to receive $198,000 in grant funds pursuant to that
certain Economic Development Initiative Grant No. B-06-SP-TX-1003.
E. The City has created an Economic and Community Development
Department in order to, among other things, oversee economic development programs
authorized by Texas law and approved by the City Council, including those authorized by
Chapter 380 of the Texas Local Government Code, to promote state and local economic
development and to stimulate business and commercial activity in the City, as further
outlined in Resolution No. 2704, adopted by the City Council on January 30, 2001.
F. In accordance with the Comprehensive Plan, the City's economic
development programs are based on a model of custom-designed incentives and
partnership programs with private businesses on a case-by-case analysis of individual
projects to help ensure the growth and diversification of the local economy.
G. As part of the economic development programs recommended by the
Comprehensive Plan and in accordance with Resolution No. 2704, the City has
established a program pursuant to which the City will, on a case-by-case basis, offer
economic incentive packages authorized by Chapter 380 of the Texas Local Government
Code that include monetary loans and grants of public money, as well as the provision of
personnel and services of the City, to businesses and entities that the City Council
determines will promote state or local economic development and stimulate business and
commercial activity in the City in return for verifiable commitments from such
businesses or entities to cause specific infrastructure, employment and other public
benefits to be made or invested in the City.
H. Developer has requested that the City create an economic development
program under which Developer will receive incentives from the City in order for the
Required Improvements to be financially feasible for Developer. The program created by
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the City for Developer consists of incentives provided under (i) that certain Tax
Abatement Agreement between the City and Developer dated as of December 22, 2006, a
public document on file in the City Secretary's Office as City Secretary Contract No.
34468 (the "Tax Abatement Agreement"), and(ii) this Agreement.
I. The City Council has found and determined that the Required
Improvements will benefit the City and constitute a positive step in revitalization of the
Central City.
J. The City Council has found and determined that by entering into this
Agreement, the potential economic benefits that will accrue to the City under the terms
and conditions of this Agreement are consistent with the City's economic development
objectives and the efforts to increase tourism in the City as set forth in the 2006
Comprehensive Plan.
K. This Agreement is authorized by Chapter 380 of the Texas Local
Government Code.
NOW, THEREFORE, in consideration of the mutual benefits and promises
contained herein and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties agree as follows:
AGREEMENT
1. INCORPORTION OF RECITALS.
The City Council hereby finds, and the City and Developer hereby agree, that the
recitals set forth above are true and correct and form the basis upon which the City has
entered into this Agreement.
2. DEFINITIONS.
In addition to terms defined in the body of this Agreement, the following terms
shall have the definitions ascribed to them herein:
Affiliate means all entities, incorporated or otherwise, under common control
with, controlled by or controlling Developer. For purposes of this definition, "control"
means fifty percent(50%) or more of the ownership, determined by either value or vote.
Central City means the area of the corporate limits of the City within Loop 820
(i) consisting of all Community Development Block Grant ("CDBG") eligible census
block groups; (ii) all state-designated enterprise zones; and (iii) all census block groups
that are contiguous by seventy-five percent (75%) or more of their perimeter to CDBG
eligible block groups or enterprise zones, as well as any CDBG-eligible block in the
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corporate limits of the City outside Loop 820, as more specifically depicted in the map of
Exhibit"C", attached hereto and hereby made a part of this Agreement for all purposes.
Central City Employment Commitment has the meaning ascribed to it in
Section 4.4.
Central City Resident means an individual whose principal place of residence is
at a location within the Central City.
Certificate of Completion has the meaning ascribed to it in Section 5.
Completion Date means the date as of which the City has issued a temporary
certificate of occupancy for all of the Required Improvements.
Completion Deadline means December 31, 2008, as extended because of Force
Majeure, in which case the December 31, 2008 date shall be extended by the number of
days comprising the specific Force Majeure, but in no event shall aggregate events of
Force Majeure cause the Completion Deadline to be extended past December 20, 2011,
which is the date as of which the EDI Grant Funds must be expended in accordance with
the Grant Agreement.
Construction Costs means Hard Construction Costs and other professional,
development and permitting fees expended directly in connection with the Required
Improvements as well as acquisition costs of the Out-Parcel Site (but not acquisition
costs for any other portion of the Land), as verified in the Certificate of Completion
issued by the Director in accordance with Section 5.
Director means the director of the City's Economic and Community
Development Department or authorized staff member.
EDI Grant Funds means the $198,000 grant made to the City from HUD
pursuant to and in accordance with the Grant Agreement.
EDI Grant Improvements means the following improvements (all of which
constitute a portion of the Required Improvements): (i) reconstruction (including roof
replacement) of approximately 10,000 square feet of the east end of the building at 4217
E. Lancaster, as depicted in Exhibit "B", for use as retail space; (ii) finish-out of the
interior of approximately 5,000 square feet of that portion of the commercial and retail
shopping center on the Land situated between the spaces leased by Dollar Tree and
CitiTrends for use as retail space; (iii)redevelop a 28,000 square foot vacant building site
(formerly a Grandy's restaurant); and (iv) reconstruction of approximately 2,500 square
feet of the building located on the southeast corner of the Land for use as retail space.
EDI Grant Improvement Construction Costs means Construction Costs
expended directly in connection with the EDI Grant Improvements, as verified in the
Certificate of Completion issued by the Director in accordance with Section 5.
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Effective Date has the meaning ascribed to it in Section 3.
Force Maieure means an event beyond a party's control, including, without
limitation, acts of God, fires, strikes, national disasters, wars (declared or undeclared),
terrorism, riots, material or labor restrictions, and, with respect to Developer,
unreasonable delays by the City in issuing any permits with respect to the Required
Improvements or inspection of any of the Required Improvements (taking into account
the City's then-current workload with respect to the issuance of permits or the conducting
of inspections), but shall not include construction delays caused due to purely financial
matters involving Developer, such as, without limitation, delays in the obtaining of
adequate financing.
Fort Worth Certified M/WBE Comuany means a minority or woman-owned
business enterprise that has received certification as a minority business enterprise
(MBE), a woman business enterprise (WBE) or a disadvantaged business enterprise
(DBE) by the North Central Texas Regional Certification Agency (NCTRCA) and that
has a principal office located within the corporate limits of the City and that provides
from such office the service claimed for purposes of the M/WBE Construction
Commitment.
Fort Worth Company means a business that has a principal office located within
the corporate limits of the City and that provides from such office the service claimed for
purposes of the Fort Worth Construction Commitment and, if applicable, the M/WBE
Construction Commitment. A Fort Worth Certified M/WBE Company is also a Fort
Worth Company for purposes of this definition.
Fort Worth Construction Commitment has the meaning ascribed to it in
Section 4.2.1.
Fort Worth Construction Percentage has the meaning ascribed to it in Section
6.1.2.
Fort Worth Supply and Service Spending Commitment has the meaning
ascribed to it in Section 4.5.1.
Full-time Job means a job filled by one (1) individual for a period of not less
than forty (40)hours per week.
Grant Agreement means that certain Grant Agreement by and between the City
and HUD, dated on or about December 20, 2006, regarding that certain Economic
Development Initiative Grant No. B-06-SP-TX-1003.
Hard Construction Costs means site development costs, actual construction
costs, including contractor fees, the costs of supplies and materials, tenant improvements,
engineering fees and architectural fees.
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HUD means the U.S. Department of Housing and Urban Development.
ir
Land has the meaning ascribed to it in Recital A and includes the Out-Parcel Site,
as more specifically described in Exhibit"A".
M/WBE Construction Commitment has the meaning ascribed to it in Section
4.2.2.
M/WBE Construction Percentage has the meaning ascribed to it in Section
6.1.3.
M/WBE Supply and Service Spending Commitment has the meaning ascribed
to it in Section 4.5.2.
Out-Parcel Site has the meaning ascribed to it in Recital A.
Overall Construction Percentage has the meaning ascribed to it in Section 6.1.1.
Program means the economic development program authorized by Chapter 380
of the Texas Local Government Code and established and outlined in this Agreement.
Program Grant means the economic development grant paid by the City to
Developer as part of the Program, as more specifically set forth in Section 6.
Records means all financial and business records of Developer that relate to the
duties and obligations of Developer under this Agreement or that contain information
necessary for the Director to calculate or verify Developer's compliance with this
Agreement.
Required Improvements has the meaning ascribed to it in Recital A and are
specifically outlined in Exhibit`B".
Supply and Service Expenditures means local discretionary funds expended by
Developer for supplies and services used directly in connection with the operation of the
Required Improvements.
Tax Abatement Agreement has the meaning ascribed to it in Recital H.
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3. TERM.
This Agreement shall be effective as of the date of execution by both parties (the
"Effective Date") and, subject to Section 4.6, shall expire upon the earlier of(i) the date
as of which the City has paid Developer the Program Grant in accordance with this
Agreement, or (ii) the Completion Deadline (the "Term"), unless terminated earlier as
provided by and in accordance with this Agreement.
4. DEVELOPER'S OBLIGATIONS.
4.1. Improvements to the Land; Use of the Land.
Developer shall expend at least $1,500,000.00 in Construction Costs for
the Required Improvements on or before the Completion Date. The Completion
Date must occur on or before the Completion Deadline. The Required
Improvements and the Land shall be used in accordance with the standards and
covenants set forth in Section 1.3 of the Tax Abatement Agreement.
4.2. Construction Spending Commitments.
4.2.1. Fort Worth Companies.
By the Completion Date, Developer will expend or cause to be
expended with Fort Worth Companies the greater of (i) at least twenty-
five percent (25%) of total Hard Construction Costs for the Required
Improvements, regardless of the total amount Hard Construction Costs
actually expended for the Required Improvements as of the Completion
Date, or (ii) at least $225,000.00 in Hard Construction Costs for the
Required Improvements (the "Fort Worth Construction
Commitment"). Dollars counted toward the M/WBE Construction
Commitment, as provided in Section 4.2.2, shall also be counted toward
the Fort Worth Construction Commitment.
4.2.2. Fort Worth Certified M/WBE Companies.
By the Completion Date, Developer will expend or cause to be
expended with Fort Worth Certified M/WBE Companies the greater of(i)
at least twenty-five percent(25%) of total Hard Construction Costs for the
Required Improvements, regardless of the total amount of Hard
Construction Costs actually expended for the Required Improvements as
of the Completion Date, or (ii) at least $225,000.00 in Hard Construction
Costs for the Required Improvements (the "M/WBE Construction
Commitment").
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4.3. Requirements Pertaining to EDI Grant Improvements.
Developer understands and agrees that the Grant Agreement governs the
City's use of the EDI Grant Funds. The Grant Agreement incorporates the
requirements of Title 24, Part 85 of the Code of Federal Regulations. Developer
agrees to cooperate with the City and comply with all requests of the City as
necessary to assist the City in its full compliance with the EDI Grant Agreement.
Specifically, but without limitation, Developer shall maintain a contract
administration system reasonably acceptable to the City in order to ensure
compliance with all terms and conditions of the Grant Agreement. Contractors
performing construction work on the EDI Grant Improvements shall be retained
pursuant to a competitive sealed bidding procedure that complies with the process
outlined at 24 CFR § 85.36(d)(2) or that is otherwise acceptable to the City, but
only as permitted at 24 CFR § 85.36(d)(3), et seq. Expenditures for non-
construction services, supplies or other property that do not cost more than the
simplified acquisition threshold fixed at 41 U.S.C. § 403(l l) (currently set at
$100,000.00) and that Developer intends to count as Construction Costs for the
EDI Grant Improvements shall be made only after price or rate quotations are
obtained from an adequate number of qualified sources, as outlined at 24 CFR §
85.36(d)(1). Developer will provide the City with copies of any bids, requests for
proposals or other solicitations made in regard to the EDI Grant Improvements
prior to release to the general public for review and comment by the City to
ensure compliance with the Grant Agreement. The City agrees to provide
Developer with guidance and assistance in meeting the requirements of this
Section 4.3.
4.4. Central City Employment Commitment.
If Developer directly employs any individuals in Full-time Jobs on the
Land, Developer will use best efforts to ensure, but does not guarantee, that at
least fifty percent (50%) of such individuals will be residents of the Central City
(the "Central City Employment Commitment"). If in any given year
Developer does not directly employ any individuals in Full-time Jobs on the
Land, the Central City Employment Commitment will be deemed to have been
met for that year.
4.5. Supply and Service Spendinil Commitments.
4.5.1. Fort Worth Companies.
Developer will use best efforts to ensure, but does not guarantee,
that at least twenty-five percent (25%) of all annual Supply and Service
Expenditures, regardless of the total amount of such Supply and Service
Expenditures, are spent with Fort Worth Companies (the "Fort Worth
Supply and Service Spending Commitment"). Dollars counted toward
the M/WBE Supply and Service Spending Commitment, as provided in
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Section 4.5.2, shall also be counted toward the Fort Worth Supply and
Service Spending Commitment.
4.5.2. Fort`.'North Certified M/WBE Companies.
Developer will use best efforts to ensure, but does not guarantee,
that at least twenty-five percent (25%) of all annual Supply and Service
Expenditures, regardless of the total amount of such Supply and Service
Expenditures, are spent with Fort Worth Certified M/WBE Companies
(the "M/WBE Supply and Service Spending Commitment").
4.6. Neiahborhood Fence; Escrow Funds for Repair and Maintenance.
On or before the Completion Deadline, Developer shall remove the
existing fence behind the existing improvements on the Land and install a new
fence that is approximately five hundred eighty (580) feet in length and eight (8)
feet in height and constructed of cedar or spruce, stained on the side facing the
Land. The fence shall be installed in the same location as the existing fence, as
more specifically depicted in the site plan included as part of Exhibit "B".
Developer shall maintain and keep the fence in good repair at all times. In order
to ensure continued timely maintenance to and repair of the fence, on or before
the Completion Deadline Developer shall establish an escrow account at a
financial institution located in the City with a balance at all times of at least
$2,500.00. All funds in the escrow account shall be used exclusively for repairs
to and maintenance of the fence. Notwithstanding anything to the contrary herein,
the obligations set forth in this Section 4.6 shall survive expiration or termination
of this Agreement.
4.7. Reports.
4.7.1. plan for Use of Fort Worth Certified M/WBE Companies.
Developer will file a plan with the City as to how Developer
intends to achieve the M/WBE Construction Commitment, as outlined in
Section 4.2.2. The plan filed with the City in accordance with Section
3.3.1 of the Tax Abatement will satisfy Developer's compliance with this
Section 4.7.1. Developer agrees to meet with the City's M/WBE Office
and Minority and Women Business Enterprise Advisory Committee as
reasonably necessary for assistance in implementing such plan and to
address any concerns the City may have with such plan.
4.7.2. Monthly Construction Spending Reports.
From the Effective Date until the Completion Date, Developer will
provide the City with a monthly report in a form reasonably acceptable to
the City that specifically outlines the then-current aggregate Construction
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Costs expended by or on behalf of Developer for the Required
Improvements, including breakdowns of (i) Hard Construction Costs
expended for the Required Improvements with Fort Worth Companies;
(ii) Hard Construction Costs expended for the Required Improvements
with Fort Worth Certified M/WBE Companies; and (iii) Construction
Costs expended for the EDI Grant Improvements. Developer agrees to
meet with the City's M/WBE Office and Minority and Women Business
Enterprise Advisory Committee as reasonably necessary for assistance in
meeting the M/WBE Construction Commitment or to resolve any
problems with the report.
4.7.3. Final Construction Spending Report.
Within thirty (30) calendar days following the Completion Date,
Developer will provide the City with a report in a form reasonably
acceptable to the City that specifically outlines the Construction Costs
expended by and on behalf of Developer for the Required Improvements,
including breakdowns of (i) Hard Construction Costs expended for the
Required Improvements with Fort Worth Companies; (ii) Hard
Construction Costs expended for the Required Improvements with Fort
Worth Certified M/WBE Companies; and (iii) Construction Costs
expended for the EDI Grant Improvements, together with supporting
invoices and other documents necessary to demonstrate that such amounts
were actually paid by or on behalf of Developer, including, without
limitation, final lien waivers signed by Developer's general contractor.
4.7.4. Other Reports.
Developer will supply the City with the reports required by and in
accordance with Sections 3.3.4 and 3.3.5 of the Tax Abatement
Agreement in order for the City to assess Developer's compliance with the
Central City Employment Commitment, the Fort Worth Supply and
Service Spending Commitment and the M/WBE Supply and Service
Spending Commitment. Developer shall also supply any additional
information requested by the City that is pertinent to the City's evaluation
of Developer's compliance with each of the terms and conditions of this
Agreement.
4.8. Inspection of Land and Improvements.
At any time during the Term of this Agreement, following reasonable
advance notice to Developer, the City shall have, and Developer shall provide or
cause to be provided, access to the Land and any improvements thereon, including
the Required Improvements, in order for the City to inspect the Land and evaluate
the Required Improvements to ensure compliance with the terms and conditions
of this Agreement. Developer shall cooperate fully with the City during any such
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inspection and/or evaluation. Notwithstanding the foregoing, Developer shall
have the right to require that any representative of the City be escorted by
Developer's security personnel while on the Land.
4.9. Audits.
The City shall have the right to audit Developer's Records at any time
during the Term of this Agreement and for three (3) years thereafter in order to
ensure compliance with this Agreement. Developer shall make all Records
available to the City on the Land or at another location in the City following
reasonable advance notice by the City and shall otherwise cooperate fully with the
City during any audit. This Section 4.9 shall survive the termination or expiration
of this Agreement.
5. ISSUANCE BY DIRECTOR OF CERTIFICATE OF COMPLETION.
Within thirty (30) calendar days following receipt by the City of the final
construction spending report required by Section 4.7.3 and such additional time as may
be necessary for an audit of the Records to be completed in accordance with Section 4.9
and the information contained therein to be assessed by the Director, if the City is able to
verify that Developer expended or caused to be expended at least $1,500,00.00 in
Construction Costs for the Required Improvements and that the Completion Date
occurred on or before the Completion Deadline, the Director shall issue Developer a
certificate stating (i) the amount of Construction Costs expended by or on behalf of
Developer for the Required Improvements; (ii) the amount of Hard Construction Costs
expended for the Required Improvements with Fort Worth Companies; (iii)the amount of
Hard Construction Costs expended for the Required Improvements with Fort Worth
Certified M/WBE Companies; and (iv) the amount of Construction Costs expended for
the EDI Grant Improvements (the "Certificate of Completion").
6. PROGRAM GRANT.
Subject to the terms and conditions of this Agreement and provided that the
Certificate of Completion confirms that Developer expended at least $1,500,000.00 in
Construction Costs for the Required Improvements as of the Completion Date and that
the Completion Date occurred on or prior to the Completion Deadline, the City will pay
Developer a Program Grant in accordance with this Section 6.
6.1. Calculation of the Base Amount of Each Program Grant.
The amount of the Program Grant will equal the Program Grant
Percentage multiplied by the lesser of (i) $198,000.00 or (ii) the EDI Grant
Improvement Construction Costs. The "Program Grant Percentage" shall be
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the sum of the Overall Construction Percentage, the Fort Worth Construction
Percentage and the M/WBE Construction Percentage,all as defined below.
6.1.1. Completion of Required Improvements(70% Component).
If (i) Developer expends or causes to be expended at least
$1,500,000.00 in Construction Costs for the Required Improvements by
the Completion Date and(ii)the Completion Date occurs on or before the
Completion Deadline, the "Overall Construction Percentage" shall
equal seventy percent (70%). Notwithstanding anything to the contrary
herein, if(i) Developer fails to expend or cause to be expended at least
$1,500,000.00 in Construction Costs for the Required Improvements by
the Completion Date or (ii) the Completion Date does not occur by the
Completion Deadline,Developer shall be in default under this Agreement,
as more specifically outlined in Section 7.2.
6.1.2. Fort Worth Construction Cost Spending(Maximum 15%
Component).
The "Fort Worth Construction Percentage" shall equal the
product of fifteen percent (15%) multiplied by the percentage by which
the Fort Worth Construction Commitment, as outlined in Section 4.2.1,
was met, which will be calculated by dividing the actual Hard
Construction Costs expended for the Required Improvements with Fort
Worth Companies by the Completion Date by the number of dollars
comprising the Fort Worth Construction Commitment, as determined in
accordance with Section 4.2.1. For example, if the Fort Worth
Construction Commitment is $225,000.00 and only $100,000.00 in Hard
Construction Costs were expended for the Required Improvements with
Fort Worth Companies by the Completion Date, the Fort Worth
Construction Percentage will be 6.67%, which is .25 x
[$100,000/$225,000], or .15 x .444, or .0667. If the Fort Worth
Construction Commitment is met or exceeded, the Fort Worth
Construction Percentage will be fifteen percent (15%). In no event will
the Fort Worth Construction Percentage exceed fifteen percent(15%).
6.1.3. Fort Worth Certified M/WBE Construction Cost Spending
(Maximum 15% Component).
The "M/WBE Construction Percentage" shall equal the product
of fifteen percent (15%) multiplied by the percentage by which the
M/WBE Construction Commitment, as outlined in Section 4.2.2,was met,
which will be calculated by dividing the actual Hard Construction Costs
expended for the Required Improvements with Fort Worth Certified
M/WBE Companies by the Completion Date by the number of dollars
comprising the M/WBE Construction Commitment, as determined in
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accordance with Section 4.2.2. For example, if the M/WBE Construction
Commitment is $225,000.00 and only $100,000.00 in Hard Construction
Costs were expended for the Required Improvements with Fort Worth
Certified M/WBE Companies by the Completion Date, the M/WBE
Construction Percentage will be 6.67%, which is .25 x
[$100,000/$225,000], or .15 x .444, or .0667. If the M/WBE Construction
Commitment is met or exceeded, the M/WBE Construction Percentage
will be fifteen percent (15%). In no event will the M/WBE Construction
Percentage exceed fifteen percent(15%).
6.1.4. No Offsets.
The failure to meet either the Fort Worth Construction
Commitment or the M/WBE Construction Commitment may not be offset
by exceeding the other commitment. In other words, if Developer failed
to meet the M/WBE Construction Commitment by $5,000.00 but
exceeded the Fort Worth Construction Commitment by $5,000.00,
Developer would still be deemed to have failed to meet the M/WBE
Construction Commitment by $5,000.00 and, thus, the Program Grant
payable hereunder would be reduced in accordance with Section 6.1.3.
6.2. Deadline for Payment.
The Program Grant will be paid by the City within ninety (90) calendar
days following the issuance of the Certificate of Completion or such additional
time as may be required by HUD to deliver the Grant Funds to the City.
7. DEFAULT, TERMINATION AND FAILURE TO MEET VARIOUS
COMMITMENTS AND OBLIGATIONS.
7.1. Failure of Developer to Meet Certain Commitments and Obligations.
If Developer fails to meet the Fort Worth Construction Commitment or the
M/WBE Construction Commitment, such failure shall not constitute a default by
Developer under this Agreement, but shall serve only to reduce the amount of the
Program Grant payable by the City pursuant to Section 6. The Central City
Employment Commitment, the Fort Worth Supply and Service Spending
Commitment and the M/WBE Supply and Service Spending Commitment are
good faith goals only; if Developer fails to meet any of these commitments, such
failure shall not constitute a default by Developer under this Agreement or
otherwise penalize Developer.
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7.2. Failure to Complete Required Improvements by Completion
Deadline.
Developer shall be in default under this Agreement if(i) Developer fails to
expend or cause to be expended at least $1,500,000.00 in Construction Costs for
the Required Improvements by the Completion Date or (ii) the Completion Date
does not occur on or before the Completion Deadline. In this event, the City shall
have the right to terminate this Agreement effective immediately upon provision
to Developer of written notice of such intent.
7.3. Termination of Tag Abatement Agreement.
If the City lawfully terminates the Tax Abatement Agreement on account
of a breach or default by Developer thereunder, this Agreement shall
automatically terminate on the effective date of the termination of the Tax
Abatement Agreement without further obligation of the City hereunder.
7.4. Failure to Submit Reports.
7.4.1. Final Construction Spending Report.
If Developer fails to submit the final construction spending report
pursuant to and in accordance with Section 4.7.3, the City shall notify
Developer in writing and Developer will have thirty (30) calendar days to
submit such report to the City. If the City has not received this final
construction spending report following such thirty (30)-day cure period,
and the Director is therefore unable to issue the Certificate of Completion
in accordance with Section 5, then the Completion Date shall be deemed
to have not occurred by the Completion Deadline and Section 7.2 shall
apply.
7.4.2. All Other Reports.
If Developer fails to submit any report pursuant to and in
accordance with Section 4.7 of this Agreement (other than the final
construction spending report required by Section 4.7.3), the City shall
notify Developer in writing and Developer shall and Developer will have
thirty (30) calendar days to submit any such report to the City. If
Developer fails to submit any such report within such thirty (30) calendar
days, the City will have the right to terminate this Agreement effective
immediately upon provision to Developer of written notice of such intent.
Page 14
Economic Development Program Agreement
between City of Fort Worth and Lancaster Avenue,Ltd.
7.5. Failure to Pay City Taxes.
Developer shall be in default under this Agreement if any ad valorem
taxes on the Land, any improvements on the Land, or tangible personal property
located within improvements on the Land or otherwise on the Land that are owed
to the City by Developer or an Affiliate become delinquent and Developer or the
Affiliate, as the case may be, does not either pay such taxes in full or properly
follow the legal procedures for protest and/or contest of any such taxes within
thirty (30) calendar days following receipt of written notice from the City. In the
event such default remains uncured following such thirty(30)-day period, the City
shall have the right to terminate this Agreement immediately by providing written
notice to Developer and shall have all other rights and remedies that may be
available to it under law or in equity.
7.6. Violation of Applicable Law.
7.6.1. City Code Violations.
Developer shall be in default under this Agreement if any written
citation is issued to Developer or an Affiliate due to the occurrence of a
material violation of a provision of the City Code on any portion of the
Land then owned by Developer or an Affiliate or on or within the
Required Improvements or any other improvements thereon (including,
without limitation, any material violation of the City's Building or Fire
Codes and any other City Code violations related to the environmental
condition of the Land; the environmental condition of other land or waters
which is attributable to operations on the Land then owned by Developer
or an Affiliate or to matters concerning the public health, safety or
welfare) and such citation is not paid in full or the recipient of such
citation does not properly follow the legal procedures for protest and/or
diligent contest of any such citation within thirty (30) calendar days
following receipt by Developer of written notice from the City specifically
referencing this Section 7.6.1. If the default remains uncured after such
time, the City shall issue a second written notice of default to Developer
specifically referencing this Section 7.6.1, in which case Developer shall
have an additional sixty (60) calendar days (or if Developer or the
Affiliate, as the case may be, has diligently pursued cure of the default but
such default is not reasonably curable within sixty(60)calendar days, then
such amount of time that reasonably is necessary to cure such default).
Developer shall be in default under this Agreement if Developer or an
Affiliate is convicted of the charges set forth in any such citation (whether
by payment of the citation or a guilty or no contest plea to the charges set
forth in the citation) and does not fully cure the offense within the cure
period set forth above, in which case the City, as its sole and exclusive
remedy under this Agreement, shall have the right to terminate this C
Page 15
Economic Development Program Agreement
between City of Fort Worth and Lancaster Avenue,Ltd.
Agreement immediately by providing written notice to Developer and
shall have all other rights and remedies that may be available to the City
under the law with respect to such violation of the City Code.
7.6.2. Violations of State or Federal Law.
Developer shall be in default under this Agreement if the City is
notified by a governmental agency or unit with appropriate jurisdiction
that the City, Developer or an Affiliate is in violation of any material state
or federal law, rule or regulation on account of the Land, the Required
Improvements or other improvements on the Land or any operations
thereon (including, without limitation, any material violations related to
the environmental condition of the Land; the environmental condition of
other land or waters which is attributable to operations on the Land; or to
matters concerning the public health, safety or welfare) and such violation
(i) is not caused solely by the City, and (ii) is not fully cured within thirty
(30) calendar days following receipt by Developer of written notice from
the City specifically referencing this Section 7.6.2. If the event of default
remains uncured after such time, the City shall issue a second written
notice of default to Developer specifically referencing this Section 7.6.2,
in which case Developer shall have an additional sixty (60) calendar days
in which to cure such default (or if Developer or the Affiliate, as the case
may be, diligently pursues cure of the default but such default is not
reasonably curable within sixty (60) calendar days, then such amount of
time that reasonably is necessary to cure such default). Developer shall be
in default under this Agreement if Developer or an Affiliate fails to cure
such violation within the cure period set forth above, in which case the
City, as its sole and exclusive remedy under this Agreement, shall have the
right to terminate this Agreement immediately by providing written notice
to Developer and shall have all other rights and remedies that may be
available to the City under the law with respect to such violation of state
or federal law.
7.7. In General.
Subject to Sections 7.1 through 7.6 and unless specifically provided
otherwise in this Agreement, Developer shall be in default under this Agreement
if Developer breaches any term or condition of this Agreement. In the event that
such a breach remains uncured after thirty (30) calendar days following receipt of
written notice by the City referencing this Agreement (or, if Developer has
diligently and continuously attempted cure following receipt of such written
notice but reasonably requires more than thirty (30) calendar days to cure, then
such additional amount of time as is reasonably necessary to effect cure, as
determined by both parties mutually and in good faith), the City shall have the
right to terminate this Agreement immediately by providing written notice of such
intent to Developer.
Page 16 1�
Economic Development Program Agreement ,
between City of Fort Worth and Lancaster Avenue,Ltd.
7.8. By Mutual Agreement.
The parties may terminate this Agreement by mutual written agreement.
8. INDEPENDENT CONTRACTOR.
It is expressly understood and agreed that Developer shall operate as an
independent contractor in each and every respect hereunder and not as an agent,
representative or employee of the City. Developer shall have the exclusive right to
control all details and day-to-day operations relative to the Land and the Required
Improvements and shall be solely responsible for the acts and omissions of its officers,
agents, servants, employees, contractors, subcontractors, licensees and invitees.
Developer acknowledges that the doctrine of respondeat superior will not apply as
between the City and Developer, its officers, agents, servants, employees, contractors,
subcontractors, licensees and invitees. Developer further agrees that nothing in this
Agreement will be construed as the creation of a partnership or joint enterprise between
the City and Developer.
9. INDEMNIFICATION.
DEVELOPER AGREES TO DEFEND, INDEMNIFY AND HOLD THE
CITY, ITS OFFICERS, AGENTS SERVANTS AND EMPLOYEES, HARMLESS
AGAINST ANY AND ALL CLAIMS, LAWSUITS, ACTIONS, COSTS AND
EXPENSES OF ANY RIND, INCLUDING, BUT NOT LIMITED TO, THOSE FOR
PROPERTY DAMA GE OR LOSS(INCLUDING ALLEGED DAMAGE OR LOSS TO
DEVELOPER'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR
PERSONAL INJURY, INCLUDING DEATH, THAT MAY RELATE TO, ARISE
OUT OF OR BE OCCASIONED BY(i)DEVELOPER'S BREACH OF ANY OF THE
TERMS OR PROVISIONS OF THIS AGREEMENT OR (ii) ANY NEGLIGENT ACT
OR OMISSION OR INTENTIONAL MISCONDUCT OF DEVELOPER, ITS
OFFICERS, AGENTS, ASSOCIATES, EMPLOYEES, CONTRACTORS (OTHER
THAN THE CITY) OR SUBCONTRACTORS, RELATED TO THE LAND, THE
REQUIRED IMPROVEMENTS OR ANY OTHER IMPROVEMENTS THEREON
OR ANY USE OF THE LAND OR ANY IMPROVEMENTS THEREON; EXCEPT
THAT THE INDEMNITY PROVIDED FOR IN THIS PARAGRAPH SHALL NOT
APPLY TO ANY LIABILITY RESULTING FROM THE SOLE NEGLIGENCE OF
THE CITY OR 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.
Page 17
Economic Development Program Agreement
between City of Fort Worth and Lancaster Avenue,Ltd.
10. NOTICES.
All written notices called for or required by this Agreement shall be addressed to
the following, or such other party or address as either party designates in writing, by
certified mail, postage prepaid, or by hand delivery:
City: Developer:
Attn: Director Attn: J. Waymon Lavell
Economic and Community Dev. Dept. Lancaster Avenue, Ltd.
1000 Throckmorton St. 2331 Gus Thomasson#126
Fort Worth, TX 76102 Dallas, TX 75228
Phone: 817-392-6103 Phone:
with a copy to: with copies to:
Attn: City Attorney Attn: James M. Murphey
City Attorney's Office Glast, Phillips and Murray
1000 Throckmorton St. 13355 Noel Road, Suite 2200
Fort Worth, TX 76102 Dallas, TX 75240
11. ASSIGNMENT AND SUCCESSORS.
Developer may not assign, transfer or otherwise convey any of its rights and
obligations under this Agreement to another party without the written consent of the City,
which consent shall not unreasonably be withheld or delayed, conditioned on prior
execution by the proposed assignee or successor of a written agreement with the City
under which the proposed assignee or successor agrees to assume all covenants and
obligations of Developer under this Agreement. Any lawful assignee or successor in
interest of Developer under this Agreement shall be deemed"Developer" for all purposes
under this Agreement.
12. COMPLIANCE WITH LAWS, ORDINANCES,RULES AND
REGULATIONS.
This Agreement will be subject to, and the parties hereto shall comply with, all
applicable federal, state and local laws, ordinances, rules and regulations, including, but
not limited to, all provisions of the City's Charter and ordinances, as amended.
13. GOVERNMENTAL POWERS.
It is understood that by execution of this Agreement, the City does not waive or
surrender any of it governmental powers.
Page 18 ,
Economic Development Program Agreement
between City of Fort Worth and Lancaster Avenue,Ltd. 'N�
14. NO WAIVER.
The failure of either party to insist upon the performance of any term or provision
of this Agreement or to exercise any right granted hereunder shall not constitute a waiver
of that party's right to insist upon appropriate performance or to assert any such right on
any future occasion.
15. VENUE AND JURISDICTION.
If any action, whether real or asserted, at law or in equity, arises on the basis of
any provision of this Agreement, venue for such action shall lie in state courts located in
Tarrant County, Texas or the United States District Court for the Northern District of
Texas—Fort Worth Division. This Agreement shall be construed in accordance with the
laws of the State of Texas.
16. NO THIRD PARTY RIGHTS.
The provisions and conditions of this Agreement are solely for the benefit of the
City and Developer, and any lawful assign or successor of Developer, and are not
intended to create any rights, contractual or otherwise, to any other person or entity.
17. FORCE MAJEURE.
It is expressly understood and agreed by the parties to this Agreement that if the
performance of any obligations hereunder is delayed on account of an event of Force
Majeure, the party so obligated will be excused from doing the same for an amount of
time equal to the duration of the event of Force Majeure.
18. INTERPRETATION.
In the event of any dispute over the meaning or application of any provision of
this Agreement, this Agreement shall be interpreted fairly and reasonably, and neither
more strongly for or against any party,regardless of the actual drafter of this Agreement.
19. CAPTIONS.
Captions and headings used in this Agreement are for reference purposes only and
shall not be deemed a part of this Agreement.
Page 19
Economic Development Program Agreement
between City of Fort Worth and Lancaster Avenue,Ltd.
20. ENTIRETY OF AGREEMENT.
This Agreement, including any exhibits attached hereto and any documents
incorporated herein by reference, contains the entire understanding and agreement
between the City and Developer, and any lawful assign and successor of Developer, as to
the matters contained herein. Any prior or contemporaneous oral or written agreement is
hereby declared null and void to the extent in conflict with any provision of this
Agreement. This Agreement shall not be amended unless executed in writing by both
parties and approved by the City Council of the City in an open meeting held in
accordance with Chapter 551 of the Texas Government Code.
21. COUNTERPARTS.
This Agreement may be executed in multiple counterparts, each of which shall be
considered an original, but all of which shall constitute one instrument.
EXECUTED as of the last date indicated below:
CITY OF FORT WORTH: APPROVED AS TO FORM AND
LEGALITY:
By: By:_
Dale Fisseler Peter Vaky
Assistant City Manager Assistant City Attorney
Date: / /�7 M &C:- C - 7- / -0
ATTEST:
CityS retary
Page 20
Economic Development Program Agreement r
between City of Fort Worth and Lancaster Avenue,Ltd.
LANCASTER AVENUE,LTD:
By: LT Real Estate Corporation,
a Texas corporation and
itsAgeneartner:
B
vell
Date:
S' r
ATTES
By:_
--T- /9/ w
Page 21
Economic Development Program Agreement
between City of Fort Worth and Lancaster Avenue,Ltd.
EXHIBITS
"A"—Description of the Land
"B"—Description of Required Improvements; Site Plan
"C"—Map of the Central City
Economic Development Program Agreement
between City of Fort Worth and Lancaster Avenue,Ltd.
l
EXHIBIT "A"
MAP kND DFSCRIPTION OF THE LAND
e�ft4zrg cwn trade or land in the J-L. PJZVTS S`,rli'j;Y. Abatraet No. 1223, City of
Fuz, i;ar•.,., T,=.._>n.. Co•a..tj' :exa:;, and being more part.. .arl,. d_scr_:ed a3
rollow
TRACT I - FF 3:M _,F.
Y-GTh'1MM at a :/2 ircin iron rod found in the hort:t right of way of Lancaster
Avenue., ra d rod being by daad call kast 144 25 freec from the intrrscction of
the North _inc c;: raid :zncacter with the Eaut right of ti:Qy line of vzk.2and Ivsl
'Ii SCE vlorth C°J degrees 06 mizv-,:es SC second: Wast aL a distance of 2c1.96
feet, paec_ng a Sod nail found in asphalt and co^.tinuiag a tt;�al =iat,:ace of
396.20 feet (record 392.96 feet) to a 5/8 i.2ich i=on rod four3, chid rod being
tho Southwest corner of a tract ,I lard conveyed to R,F. Iaht by 4-er3 rec-lzdrd
1n Volume 14ao, Page 15, Deed Recoid5, Tarrant Co'=ty, Tcxas;
THENCE Soc.h d9 U-tyzees 38 minutes o; necords Eart aloa'ao tut 30ut 'line Of ac.-:d
Imbt tract i-id a Bract of land conveyed to A an Dobkinc, ct ux by dead recorded
in Volum= 7255, Pecan- 2197, Deed Records, Tarr,%nt Coury Texan and continuing
with th-e South :int- of riazid Do.,*int tract, pazaing the most Sout.e1'':y comer
commr. to said Lobkins Zract and a tract of land conic/ed to Atwood mcdcnuld by
dead recorded ir, vol=e 14bo, iaace 611, Deed Rccordz, .a=raat Cc,=ty, Texas,
end eo;_resin^ a--org said =1nc o: +tedo sld tract, in at I a. Gots` dista.ce of
30E
19 fwet to a 5/8 inc`3 'iron sod ret :or the poet Svutherly ce-:nex comjwr. to
said Mcdozu►ld t:ac_ and a tract of '_,xnd co-veye3 to Atwood Mcdonald ay deed
recordeC in Volune 1665, Page 522, Pond PvCorcss, Tarrant Hc:u:ty, Teras, said
Bet Corr_= bcint-* tet: NortFeart corner ur LUS dev,--zll*d tract'.
THENCE South oe decrees 07 minutes 52 secones Mast a distance of 331.47 feet
(rceord 391-02 e:Lt) to a P_k. nail net in the- ?forth r -ght of way of Laid
aancastr.r Avenut;
:F-MNCR South 59 degrees 45 r„i Utes 21 seconCs3 kcst a_or_g said :north 117r o`
Lancaster 5=vd a d stanza of 10-0 !--et to a li' inch iron rod fau::d for the
Southeast corner ct Lot 1, Flock 4, --E. Ylscc 1.3dSL_o: to t-he C:ty o. Foz:.
Worth eE rc< c,sdc-i in volume ':38-192, Frage; c6, Plat rreorris, Tarrant c^•Inty,
Taxaa;
THENCE North CO de=reez 12 11i.-iute2 56 Cec=.da Wost a3,oyt:.io Sast line o`_ Said
Lot 4 a diotarxt of 160.C6 feet to a P.%. nail =our,^ inasrhalt for tine
northeast corner of :;aid Lot;
,11MNCE zouLh 85 degree2 47 minutan 56 Feconde West a dintaree of 179.97 tee.
(rotor:: 180.7 feet) to a 1112 ir_c(i iron rod tovnd tar the I orthweet car:Cr of
said lot;
111EYC6 :out oO degrees 13 minurtn 06 accoads Zzxt a distance o: _9 14 feet tc
a -/2 _nch _ror. rod `curd fr. the \o_ty. _ir_e -nt ss_d Lac.;'Etcr Avenue;
TI=- r-E SoL_h ;9 ciegrees 01 minute 20 sero:ds West alan g said lint: a o.
t i❑ PLACE DF B30INN'11'i, .and c=tai^iLg e .':u . erez cf lane.
Tp-;CT 2 - ?i:.- =bT=li 8
Being two tracts cf land ire the J.L. PL-;kVIS SURVEY, Abstract No. 1228, C_ty of
-nrr Worrh 'Tarrant. Cnl=tty, TtX=s, ani being mere part-icularly cii-.Anr;.hpri ag
�ollowa:
BEGINNING at a P.K. :ail fo.l._d in asphalt .:t tyhe Norte Sine of laacaster
Averaue, said nail Zeing by deed call-;cast 4:-2.115 feet from t1he interzectio.» of
the North line of raid ILamzaecer wilt the ast right of war line of Oak'.an d
BlvG;
TH-Er:CE• r~c•rt^ CJ degrep�; 07 minuza3 S2 seconds West along the' EACC lire of 9.Rid
Tract 1 a di_ra.:ce of 3 4^ f49t {rtco:d 391.03 L`cecl to a 5/8 -inch _ren rod
found for tie _tr:rther_s- uor-er of sa*A Tract and at rhe So'uthcrly Sc-.1,_h
co_:.C_s CL said Ncdo-nald t=act!-r
T'-=- ,CE South E- acgsrcCu• 36 rrzllte6 04 arconds East with the got-t1 line of said
Mcdo;raald crac: rtco-fdl.3 izi Volume 1665, Page 522, pasaing its mosc Souzherly
corner corlton to a tract of land convayed to R.E.W. brecheel and E.T. Baga?ey
by deed recorded in Volume 1.557, Prue 153, Deed Records, Tarrant County, Texas
ani continuing along said Sourh line a d4--Lance of 100,0 feet to a 5f6 ch
ren rod found for the So=heazt co_ntr of said Drechcel and Raga=ey tract and
0','i Plorthwest corner cif a trtGc of 1�-"d canvey;�d to the L,trt:erem Ch3r;h &3
z4u"tUvtivnl ill -Tul.uliie 1881, Paye 424, Zeeu Rceu C]s, 'r.Lz:.a..t: Cv,u-ay, TNxau, wz 1
rod betnc the Nvrtheact corner of this dtscribed !;aCL,
=-ICE SouLh 0Q de,_eps 07 mir tes OI second Srst along the czt l .nc of sadd
Luthern Crurc tsacr a diztance of 390.35 :tet to a S/8 inch iron rod fvj--ad in
the llorth iiie of 53ic L3acaster Ave-.u4;
R2NCE South 69 degrees 45 minutes 2 seconds West a_ong the Nazrh 1. nle of said
:,a-zcaster a distance of 93.93 feet to rhe ;LACE OF B-rG'7-hWLAG i t=d containing
0.897 of an acre or land.
'^RACT 3 - rl SET-IIT
Easement Es-ate created pursuant to tht! Recip,ocal Easement Agreement ry and
between Tine Oaklan Shorpi_^g CCIarEr Corpa:if, '-It-j. a Texas l ^iced part:erstip
and Gra.4y'e, Inc. ! dated 02/05/1985, filed 02/08/1995, recorded in Volume
$068, Page 52, Deed Records, Tarrant Ccur.;y, Tr•.r. s.
Leasehold crcnttd In document cared 04/2i-;41965, between Frt :-.. Womack
et al, as Lesser ani A.S. Culbcr_sor_ ac Lo--or--c, ae
evidenced by _._st_runent faied 02/23/1965, recorde,' in volutne 410'7, Paa_ 44?,
Decd Rrcordz of Tarr<uit County, Tex,r.o . Aozignment of Ground r.,ease- cc, The
Oal:l ,n 4�7pring eG3:tCT compax...., Ltd. filed C3;'O5;In&4, zorardrd in VvIunc '17L0,
Page 195:-;, Deed Records, Tarrant Co=ty, :exac. Assignment of Ground Lease to
Thrift Stores, =nc. filo: 01/17/15a6, recorded in volume 6432, Page 1120, geed
Records, Tarxaat County, Texas. Asnigncru t of Ground Lea2e to Lancacttr
Avenue, Ltd. , f;,Ied 03/03/20•(�G, recorded ur.,:er ._=QCOC18'16, Deed At.•ccrds,
:arrant Co,,,xt, , TcxKs and bc:ng the same property over and acro;;;x 45 f.oll-'Cl a:
BTGI1v^dIN:, at a nail yet ir. azphalt pavement, said nail being ii the East
rigk.t-of ++ay ;.Z,�%O of Oaklazid ?1vd. at a point, which wears North 5 decd-reel 25
minu.Ces 40 Poco:ds Wt:t;t 201-09./1.00 !crt from the ir.tc„�cction of the r,a_d
Oakland R/W ar.d the t7orth R/W of Lanaantcr Avon.-le;
TFENCE Nortt: S c'rgz_ea 25 ::iuute9 30 SCCttuil We:: t wi::kt the said R/W o: aaKlsnd
Blvd. 236-98/100 feat- Lo A 5,'8 inch izon pin fc%i.d &:: �ti':t Sout* hwt—st cczner of
th=at tract Jr laarl ce.'.lvvyea to -lack D. SU' cis, et ;1X y the deed
reco'_'d&d in ol0 ifne 4617, PJy-C_ 623, Dt—(-i Pecorv.G, Tarrant Co11:i`...y, Texas
T.Co. , Tx.` -
T:iE1\CE South B9 dearees 38 I.r--n atts 40 second!3 'scat with the South line o` sai
Sowers tract 19e+-00/iuu fE:LC to -n '-'X" cur in micrete.' at chs base ol d rC=CC
corner pont: be r.„7 thf: Southea t corner c< raid Sowers tract aid the �;orthwest
cc7t'ner „r .•. r:,ac~ of ?,-tn { Cr7s,,ey,,d tJ R .F. _mbt by the deed reco:dtd 'Irl V, 1 rn
1480, Page 11" D
TIiENCE South 0 degrees 06 mi:iutes 50 seconds East with the west line of- said
Imbt tract passing at 42-0/10 feet to a 5/8 inch iron pin set at the Northwest
cornor of the herein described Tract 3 and Sour:west corner of said T_.^.ibt tract,
eontin.:.rig with the: 'Aust, 1--no of said Tract 3, in all 234-52/100 'feet to s Nail
.et in anphal.t pavement at the Southeast corner o` a:.id Tract 1 and a�,rtheaot
corner of Tract 2 herein described;
departing the west line of said ':Tact 3 and with the Norch lane of waid
Tract 2 North 99 degrec3 54 minutes 30 seconds West 163-02/100 feet to ,.k,v
place of begi_snir?g, Containing ii all • omr 0:94 acl!� of -'and.
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City of Fort Worth, Texas
Mayor and Council Communication
COUNCIL ACTION: Approved on 7/17/2007
DATE: Tuesday, July 17, 2007
LOG NAME: 170AKEDI REFERENCE NO.: C-22256
SUBJECT:
Authorize Execution of an Economic Development Program Agreement with Lancaster Avenue,
LTD., for the Oakland Shopping Center Project Located at the Northeast Intersection of Oakland
Boulevard and East Lancaster Avenue
RECOMMENDATION:
It is recommended that the City Council:
1. Authorize the City Manager to execute the attached Economic Development Program Agreement with
Lancaster Avenue, LTDf(Developer) for the Oakland Shopping Center Project; and
2. Find the terms and conditions of the Agreement, as outlined below and in the recitals of the Agreement,
constitute a custom-designed economic development program as outlined in the 2007 Comprehensive Plan
and as authorized by Chapter 380 of the Texas Local Government Code.
DISCUSSION:
On August 3, 2006, staff briefed the City Council on an incentive package for the redevelopment of the
Oakland Corners Shopping Center. The package includes a ten-year tax abatement agreement and an
Economic Development Initiative (EDI) grant in the amount of $198,000 funded through the U.S.
Department of Housing and Urban Development (HUD).
On August 29, 2006, City Council approved M&C G-15373 which authorized the City Manager to accept the
EDI grant, enter into a grant agreement with HUD, and appropriate the funds. At the same meeting, City
Council approved M&C C-21645 which authorized the City Manager to execute a tax abatement agreement
with the Developer for the Oakland Corners Shopping Center.
The Oakland Corners Shopping Center Project consists of four phases of renovation and new construction.
The site contains a dilapidated and vacant 48,000 square foot shopping center; a 10,000 square foot auto
shop; and a 2,500 square foot Laundromat.
The terms of the Economic Development Program Agreement are as follows:
• Invest $1.5 million in the redevelopment of the property no later than December 31, 2008;
• Expend 25% or $225,000 of construction hard costs and architectural & engineering services (A&E) with
Fort Worth companies;
• Expend 25% or$225,000 of construction hard costs and A&E with Fort Worth certified M/ BE companies;
• Renovate an existing 42,000 square foot shopping center, including a 10,000 square foot former auto
repair shop;
• Reconstruct a 28,000 square foot vacant building site (formerly a Grandy's restaurant);
• Renovate a 2,500 square foot former laundromat;
• Construct an 8 foot, wooden, and stained fence and establish a $2,500 escrow account for maintenance;
and
Logname: 170AKEDI Page I of 2
• Failure to meet commitments shall result in a reduction of EDI funds.
To date, the developer has expended $1.06 million on the project with 19 percent of expenditures dedicated
to Fort Worth certified M/WBE companies. Developer shall be reimbursed up to $198,000 with EDI funds for
qualifying costs on remainder of project phases.
FISCAL INFORMATION/CERTIFICATION:
The Finance Director certifies that funds are available in the current operating budget, as appropriated, in
the Grant Fund. The terms of this agreement will provide Lancaster Avenue, LTD., with an estimated value
of $198,000. The incentives are expected to be less than the additional revenue received from the
incremental taxes paid to the City.
TO Fund/Account/Centers FROM Fund/Account/Centers
GR76 539120 017206111010 $198.000.00
Submitted for City Manager's Office by: Dale Fisseler (6140)
Originating Department Head: Tom Higgins (6192)
Additional Information Contact: Cynthia Garcia (8187)
Dolores Garza (2639)
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