HomeMy WebLinkAboutContract 50814 CITY SECRETARYSV�//1
CONTRACT NO.
ENHANCED COMMUNITY FACILITIES AGREEMENT
SEWER IMPROVEMENTS
Developer Company Name: FORT WORTH HERITAGE DEVELOPMENT, LLC,
a Texas limited liability company:
Phone&Email: CCavileergmaiesticreal .com; 569-948-4342
Authorized Signatory,Title: Edward P. Roski,
its authorized representative
Project Name: 54-Inch M-279 Sanitary Sewer Relocation and Storm Water Improvements for the
Stockyards
Brief Description: Upsize and relocate existing 39/42"Sanitary Sewer Line M-279 with associated
appurtenances
Project Location: South of E.Exchange Avenue within Mule Alley and north of Marine Creek to
NE 23`d Street
Plat Case Number: FS-91-064 Plat Name: Fort Worth Stockyards Addition
Mapsco: 062-G/ Council District: 2 City Project Number: 101266
062-L
CFA Number: DOE Number: 56008-0700430-101266-001480
To be completed by ff.
Received by: Date: z�
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OFFICIAL RECORD
CITY SECRETARY
FT.WORTH,TX
City of Fort Worth,Texas
Enhanced Community Facilities Agreement with City Participation—54-Inch M-279 Sanitary Sewer Relocation and
Storm Water Improvements for the Stockyards
Pagel of 23
ENHANCED COMMUNITY FACILITIES AGREEMENT
SEWER IMPROVEMENTS
THE STATE OF TEXAS § City Secretary
COUNTY OF TARRANT § Contract No.
WHEREAS, Fort Worth Heritage Development, LLC, a Texas limited liability
company ("Developer"), desires to make certain public improvements in the Fort Worth
Historic Stockyards within the City of Fort Worth,Texas("City")related to a project generally
described as 54-Inch M-279 Sanitary Sewer Relocation and Storm Water Improvements for
the Stockyards ("Project"); and
WHEREAS, Developer and the City desire to enter into this Enhanced Community
Facilities Agreement("ECFA" or"Agreement") in connection with upsizing and rerouting of
a wastewater line generally located along Mule Alley and continuing southeast to Northeast
23rd Street as more specifically described below and on the exhibits attached hereto(the"Sewer
Improvements"); and
WHEREAS, Developer and the City will enter into a separate Enhanced Community
Facilities Agreement in connection with construction of streetscape improvements along East
Exchange Avenue from North Main Street to Packers Avenue(the"Streetscape ECFA"); and
WHEREAS,the City and Commerce Construction Co.,L.P. ("Commerce")will enter
into a Construction Manager-Agent Agreement for the Project and such streetscape
improvements(the "CMA"); and
WHEREAS,the City has reviewed the Project and, as authorized by City Council via
M&C C-27995 on November 15,2016,desires to participate in the Project in accordance with
this Agreement,as presented by the Cost Summary Table and Exhibits attached hereto; and
WHEREAS,the City's combined participation in the cost of the Sewer Improvements,
the Streetscape ECFA, and the Construction Manager Payments as defined in the CMA
(collectively, `'City Participation Amount") shall be in an amount up to $7,900,000; and
WHEREAS, if the total cost for the Sewer Improvements,the Streetscape ECFA, and
the Construction Manager Payments pursuant to the CMA exceeds$7,900,000,Developer shall
pay such excess costs; and
WHEREAS, the City has agreed to pay the City Participation Amount as part of a
larger economic development project in the vicinity of the Sewer Improvements and
City of Fort Worth,Texas
Enhanced Community Facilities Agreement with City Participation—54-Inch M-279 Sanitary Sewer Relocation and
Storm Water Improvements for the Stockyards
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Streetscape ECFA, specifically the relocation by Rural Media Group, Inc., its successors,
assigns, affiliates or subsidiaries ("RMG") of its corporate headquarters to an approximately
5,250 square foot lease space in the Stockyards Visitors' Center located at 130 E. Exchange
Avenue and the relocation of its primary broadcasting studio to the renovated historic Auction
Barn located at 409 E. Exchange Avenue (collectively,the"RMG Sites"), and
WHEREAS, RMG is a leading provider of multimedia content dedicated to the
American rural and Western lifestyle and is the parent company of RFD-TV, RURAL
RADIO,the Cowboy Channel, and RFD-TV The Magazine; and
WHEREAS,the RMG Sites are owned by Developer and will be leased by Developer
to RMG; and
WHEREAS, the City believes that RMG's operations in the Historic Fort Worth
Stockyards will advance the City's goal of ensuring the vitality and preservation of its western
heritage and the continued success and vitality of the Stockyards; and
WHEREAS, Developer helped facilitate RMG's relocation to the RMG Sites and
considers RMG's presence at the RMG Sites as an enhancement to a larger development in
the Historic Fort Worth Stockyards that Developer intends to undertake; and
WHEREAS, without RMG's agreement to relocate and maintain its corporate
headquarters and primary broadcasting studio on the RMG Sites as described in this
Agreement, the City would not have agreed to participate in the cost of any of the Sewer
Improvements hereunder or the streetscape improvements pursuant to the Streetscape ECFA;
and
WHEREAS, the City has entered into that certain Tax Increment Financing
Development Agreement with the Board of Directors of Tax Increment Reinvestment Zone
No. 15, City of Fort Worth, Texas (the "TIF"), City Secretary Contract No. 50816 (the "TIF
Agreement")under which the City will be reimbursed for the City Participation Amount;and
WHEREAS,in the event RMG fails to open and operate its corporate headquarters and
primary broadcasting studio on the RMG Sites as further described in this Agreement,the City
shall be entitled to reimbursement for the Sewer Improvements,the improvements constructed
pursuant to the Streetscape ECFA, and the amounts paid to Commerce pursuant to the CMA
in an amount equal to the City Participation Amount, reduced by(i)any sums received by the
City from the TIF pursuant to the TIF Agreement; and(ii) any sums paid to the City by other
developers and landowners connecting to the Sewer Improvements, if any, under the terms set
City of Fort Worth,Texas
Enhanced Community Facilities Agreement with City Participation—54-Inch M-279 Sanitary Sewer Relocation and
Storm Water Improvements for the Stockyards
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out below, up to a maximum reimbursement of$5,000,000, which reimbursement shall be in
lieu of any further payments to the City by the TIF; and
NOW, THEREFORE, for and in consideration of the covenants and conditions
contained herein,the City and Developer do hereby agree as follows:
General Requirements
A. The Policy for the Installation of Community Facilities ("Policy") dated March 2001,
approved by the City Council of the City of Fort Worth, as amended, is hereby
incorporated into this Agreement as if copied herein verbatim. Developer agrees to
comply with all provisions of said Policy in the performance of its duties and obligations
hereunder and to cause all contractors hired by Developer to comply with the Policy in
connection with the work performed by said contractors.
B. Developer shall provide financial security in conformance with paragraph 6, Section II,of
the Policy and recognizes that there shall be no reduction in the collateral until the Sewer
Improvements have been completed and the City has officially accepted the Sewer
Improvements. Developer further acknowledges that said acceptance process requires
Developer's contractor(s) to submit a signed affidavit of bills paid signed by its
contractor and consent of surety signed by its surety to ensure the contractor has paid
any sub-contractor(s) and suppliers in full. Additionally,the contractor will provide in
writing that the contractor has been paid in full by Developer for all the services
provided under their contract.
C. Developer agrees to cause the construction of the Sewer Improvements contemplated by
this Agreement and that said construction shall be completed in a good and workmanlike
manner and in accordance with all City standards and the City-approved construction
plans, specifications and cost estimates provided for the Sewer Improvements and the
exhibits attached hereto.
D. The following checked exhibits describe the Sewer Improvements and are incorporated
herein: Water (A) 0, Sewer (A-1) ®, Paving (B) ( Storm Drain (B-1) ®j, Street
Lights & Signs (C)
E. Developer shall award all contracts for the construction of community facilities in
accordance with Section 11,paragraph 7 of the Policy and the contracts for the construction
of the public infrastructure shall be administered in conformance with paragraph 8,
Section 11, of the Policy. Developer shall ensure its contractor(s) pays the then-current
City of Fort Worth,Texas
Enhanced Community Facilities Agreement with City Participation—54-Inch M-279 Sanitary Sewer Relocation and
Storm Water Improvements for the Stockyards
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City-established wage rates. DEVELOPER MAY TERMINATE THIS AGREEMENT
PRIOR TO AWARDING A CONTRACT FOR CONSTRUCTION OF THE SEWER
IMPROVEMENTS IF RMG ELECTS NOT TO RELOCATE ITS CORPORATE
HEADQUARTERS AND PRIMARY BROADCASTING STUDIO TO THE RMG SITES
ON OR BEFORE JANUARY 1,2020. UPON TERMINATION OF THIS AGREEMENT,
DEVELOPER AND CITY SHALL HAVE NO FURTHER OBLIGATIONS PURSUANT
TO THIS AGREEMENT.
F. For all Sewer Improvements included in this Agreement for which Developer awards
construction contract(s),Developer agrees to the following:
i. To employ a construction contractor who is approved by the director of the
department having jurisdiction over the infrastructure to be constructed, said
contractor to meet City's requirements for being prequalified, insured, licensed
and bonded to do work in public ways and/or prequalified to perform
water/wastewater construction as the case may be.
ii. To require its contractor to furnish to the City a payment and performance bond
in the names of the City and Developer for one hundred percent (100%) of the
contract price of the infrastructure, and a maintenance bond in the name of the
City for one hundred percent(100%) of the contract price of the infrastructure
for a period of two (2) years from the date of final acceptance insuring the
maintenance and repair of the constructed infrastructure during the term of the
maintenance bond. All bonds to be furnished before work is commenced and
to meet the requirements of Chapter 2253, Texas Government Code.
iii. To require the contractor(s) it hires to perform the construction work
contemplated herein to provide insurance equal to or in excess of the amounts
required by the City's standard specifications and contract documents for
developer-awarded infrastructure construction contracts. The City shall be
named as additional insured on all insurance required by said documents and
same will be evidenced on the Certificate of Insurance(ACORD or other state-
approved form) supplied by the contractor's insurance provider and bound in
the construction contract book.
iv. To require its contractor to give 48 hours advance notice of intent to commence
construction to the City's Construction Services Division so that City inspection
personnel will be available; to require the contractor to allow the construction
City of Fort Worth,Texas
Enhanced Community Facilities Agreement with City Participation—54-Inch M-279 Sanitary Sewer Relocation and
Storm Water Improvements for the Stockyards
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to be subject to inspection at any and all times by City inspection forces, to not
install or relocate any sanitary sewer, storm drain, or water pipe unless a
responsible City inspector is present and gives his consent to proceed, and to
make such laboratory tests of materials being used as may be required by the
City.
V. To require its contractor to have fully executed contract documents submitted
to the City to schedule a Pre-Construction Meeting. The submittal should occur
no less than 10 working days prior to the desired date of the meeting. No
construction will commence without a City-issued Notice to Proceed to the
Developer's contractor.
vi. To delay connections of buildings to service lines of sewer and water mains
constructed under this Agreement, if any, until said sewer and water mains and
service lines have been completed to the satisfaction of the Water Department.
G. Developer shall provide,at its expense, unless otherwise agreed to by City, all engineering
drawings and documents necessary to construct the Sewer Improvements under this
Agreement.
H. The City shall pay all costs incurred by Developer in the relocation of any utilities in
connection with construction of the Sewer Improvements; provided, however, in no event
shall the City's combined participation in the cost of the Sewer Improvements (including
utility relocation costs),the Streetscape ECFA,and the Construction Manager Payments as
defined in the CMA(collectively,"City Participation Amount")exceed$7,900,000;
I. Developer hereby releases and agrees to indemnify, defend and hold the City harmless
for any inadequacies in the preliminary plans,specifications and cost estimates supplied
by Developer for this Agreement.
J. Developer agrees to provide, at its expense, all necessary rights of way and easements
across property owned by Developer and required for the construction of the Sewer
Improvements provided for by this Agreement.
K. Developer covenants and agrees to, and by these presents does hereby,fully indemnify,
hold harmless and defend the City, its officers, agents and employees from all suits,
actions or claims of any character, whether real or asserted, brought for or on account
of any injuries(including death)or damages sustained by any persons or to any property,
resulting from or in connection with the construction, design, performance or
completion of any work to be performed by said Developer, his contractors,
City of Fort Worth,Texas
Enhanced Community Facilities Agreement with City Participation—54-Inch M-279 Sanitary Sewer Relocation and
Storm Water Improvements for the Stockyards
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subcontractors, officers, agents or employees, or in consequence of any failure to
properly safeguard the work, or on account of any act, intentional or otherwise,neglect
or misconduct of said Developer, its contractors, sub-contractors, officers, agents or
employees.
L. Developer will further require its contractors to indemnify,defend and hold harmless the
City, its officers, agents and employees from and against any and all claims, suits or
causes of action of any nature whatsoever, whether real or asserted, brought for or on
account of any injuries or damages to persons or property, including, death, resulting
from or in any way connected with the construction of the infrastructure herein.
Further,Developer will require its contractors to indemnify and hold harmless the City
for any losses, damages, costs or expenses suffered by the City or caused as a result of
any failure to complete work and construct the improvements in a good and workmanlike
manner, free from defects, in conformance with the Policy and with all plans and
specifications.
M. Upon completion of all work associated with the construction of the Sewer Improvements,
Developer will assign to the City a non-exclusive right to enforce the contracts entered into
by Developer with its contractor along with an assignment of all warranties given by the
contractor, whether express or implied. Further, Developer agrees that all contracts with
any contractor shall include provisions granting to the City the right to enforce such
contracts as an express intended third party beneficiary of such contracts.
N. Inspection and material testing fees are required as follows and further apportioned in the
Cost Summary Table below:
i. Developer shall pay in cash wastewater inspection fees and material testing fees
equal to two percent (2%) of Developer's share of the cost of the Sewer
Improvements.
O. COMPLETION WITHIN 2 YEARS
i. The City's obligation to participate in this Agreement shall terminate if the
Sewer Improvements are not completed within two (2) years from the date of
this Agreement;provided,however,if construction of the Sewer Improvements
has started within the two year period, Developer may request that the ECFA
be extended for one(1)additional year. Developer shall be entitled to such one
(1) year extension if Developer is prevented from completing construction of
the Sewer Improvements by an event of force majeure, consisting of an act of
City of Fort Worth,Texas
Enhanced Community Facilities Agreement with City Participation—54-Inch M-279 Sanitary Sewer Relocation and
Storm Water Improvements for the Stockyards
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God, civil commotion, terrorism, strikes, picketing, casualty, weather, or other
similar matter beyond Developer's reasonable control. If the Sewer
Improvements are not completed within such extension period,there will be no
further obligation of the City to participate.
ii. Subject to paragraph i, above,the City shall reimburse Developer for the Sewer
Improvements up to the City Participation Amount upon presentation of proper
documentation of completion of installation of the Sewer Improvements,
acceptance of the Sewer Improvements by the City pursuant to a"green sheet"
executed by an Assistant City Manager, and after execution of the Streetscape
ECFA(the "Sewer ECFA Payment").
iii. Nothing contained herein is intended to limit Developer's obligations under
the Policy, this Agreement, its financial guarantee, its agreement with its
contractor or other related agreements.
iv. The City may utilize Developer's financial guarantee submitted for this
Agreement to cause the completion of the construction of the Sewer
Improvements if at the end of two (2) years from the date of this Agreement
(and any extension period) the Sewer Improvements have not been completed
and accepted.
V. If Developer's financial guarantee is not a Completion Agreement,the City may
utilize Developer's financial guarantee to cause the payment of costs for
construction of the Sewer Improvements before the expiration of two (2)years
if Developer breaches this Agreement and fails to cure the breach within thirty
(30) days after receipt of written notice from the City describing the breach,
becomes insolvent or fails to pay costs of construction. If Developer's financial
guarantee is a Completion Agreement and Developer's contractors and/or
suppliers are not paid for the costs of supplies and/or construction, the
contractors and/or suppliers may put a lien upon the property which is the
subject of the Completion Agreement.
P. Because the City's agreement to participate in the cost of the Sewer Improvements is based
solely on the benefits described in the Recitals of this Agreement,notwithstanding anything
to the contrary elsewhere in this Agreement, the City shall have the right to recover the
Reimbursement Payment(as defined in Section Q)on the terms set out in Section R after
all of the following occur in this order: (a) either of the following events described in
City of Fort Worth,Texas
Enhanced Community Facilities Agreement with City Participation—54-Inch M-279 Sanitary Sewer Relocation and
Storm Water Improvements for the Stockyards
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subsection(i)or subsection(ii)occurs;(b) the RMG Sites are not reoccupied in accordance
with subsection(iii),and(c)the City provides thirty(30)days written Notice to Developer,
with a copy to Tax Increment Reinvestment Zone No. 15, that the City is entitled to the
Reimbursement Payment(a"Reimbursement Notice"):
(i) RMG fails to open and commence operating its corporate headquarters and its
primary broadcasting studio in the RMG Sites on or before January 1, 2020,and
the failure remains uncured after sixty(60) days following receipt by Developer
of written notice of such failure provided by the City; or
(ii) At any time between the date on which RMG opens and commences operating
both its corporate headquarters and its primary broadcasting studio in the RMG
Sites and the tenth anniversary of such date(the"Ten Year Anniversary"),RMG
fails to use the RMG Sites for its corporate headquarters and its primary
broadcasting studio for more than thirty (30) consecutive calendar days (other
than on account of RMG's temporary displacement caused by a casualty and
resulting ongoing repairs or restoration to the RMG Sites necessitated by such
casualty) and RMG fails to resume using the RMG Sites for its corporate
headquarters and primary broadcasting studio within sixty (60) calendar days
following receipt by Developer of written notice from the City of such failure.
(iii) Developer shall have a period of 120 days after(i)or(ii)occurs to obtain a new
tenant whose primary business is operating a rural lifestyle broadcasting studio
to occupy and use the RMG Sites as its corporate headquarters and primary
broadcasting studio. The term of this Agreement shall be extended for a period
equal to the amount of time from the occurrence of(i)or(ii)to the date on which
the RMG Sites are reoccupied.
Q. The Reimbursement Payment shall be an amount equal to the City Participation Amount, less
(i)all sums received by the City from the TIF under the TIF Agreement;and(ii)all payments
to the City by other developers and landowners of sewer per acre charges or other payments
required as a condition of connecting to the Sewer Improvements pursuant to Section 35-81,
et seq. of the Code of the City of Fort Worth or other generally applicable City ordinances,if
any such payments have been made,provided,however,in no event shall the Reimbursement
Payment under this Agreement,the Streetscape ECFA and the CMA exceed$5,000,000. The
City shall provide an accounting of payments received by the City, if any, pursuant to
subsection(ii)to Developer upon request, but no more often than once per year.
City of Fort Worth,Texas
Enhanced Community Facilities Agreement with City Participation—54-Inch M-279 Sanitary Sewer Relocation and
Storm Water Improvements for the Stockyards
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R. Upon receipt by Developer and the TIF of the Reimbursement Notice, the TIF shall cease
making payments to the City pursuant to the TIF Agreement and the City shall be entitled to
the Reimbursement Payment in accordance with this Section R. The City's sole remedy to
recover the Reimbursement Payment shall be to deduct the amount of the
Reimbursement Payment from any and all Program Grants payable by the City under
the Economic Development Program Agreement between the City and Developer
dated as of March 4, 2015 (City Secretary Contract No. 46495), as amended by City
Secretary Contract No. 46495-A1 dated as of May 22, 2017, and City Secretary
Contract No. 46495-A2, until the City is reimbursed in full for the Reimbursement
Payment. Thereafter, the City will resume payment of Program Grants to Developer in
accordance with the Economic Development Program Agreement, as amended). The Ci
waives all other claims against Developer for recovery of all or any part of the
Reimbursement Payment.
S. After acceptance of the Sewer Improvements by the City in accordance with Section B,
Developer's sole obligations pursuant to this Agreement are the obligations under the
maintenance bond provided to the City pursuant to Section F(ii).
T. This Agreement shall terminate for all purposes and shall be of no further force and effect on
the Ten Year Anniversary, unless extended pursuant to Section P(iii); provided,however, if
the Reimbursement Payment has been triggered under Section P prior to the Ten Year
Anniversary, the City's remedies under Sections P, Q and R shall survive termination until
the City recovers the Reimbursement Payment.
U. Developer acknowledges that in accordance with Chapter 2270 of the Texas Government
Code, the City is prohibited from entering into a contract with a company for goods or
services unless the contract contains a written verification from the company that it: (1)
does not boycott Israel;and(2)will not boycott Israel during the term of the contract. The
terms "boycott Israel" and "company" shall have the meanings ascribed to those terms in
Section 808.001 of the Texas Government Code. By signing this contract, Developer
certifies that Developer's signature provides written verification to the City that
Developer: (I) does not boycott Israel;and(2) will not boycott Israel during the terra of
the contract.
V. Any notices, certifications, approvals, or other communications required to be given under
this Agreement(a"Notice") shall be given in writing addressed to the party to be notified
at the address set forth below and shall be deemed given: (i) when the Notice is delivered
City of Fort Worth,Texas
Enhanced Community Facilities Agreement with City Participation—54-Inch M-279 Sanitary Sewer Relocation and
Storm Water Improvements for the Stockyards
Page 10 of 23
in person to the person to whose attention the Notice is addressed;(ii)when received if the
Notice is deposited in the United States Mail, certified or registered mail, return receipt
requested,postage prepaid;and(iii)when the Notice is delivered by Federal Express,UPS,
or another nationally recognized courier service with evidence of delivery signed by any
person at the delivery address. If any date or period provided in this Agreement ends on a
Saturday, Sunday, or legal holiday,the applicable period for calculating the notice shall be
extended to the first business day following the Saturday, Sunday,or legal holiday. For the
purpose of giving any Notice,the addresses of the parties are set forth below. The parties
may change the information set forth below by sending Notice of such changes to each
other as provided in this section.
To the City:
City of Fort Worth, Texas
200 Texas Street
Fort Worth, Texas 76102
Attn: City Manager
City of Fort Worth, Texas
200 Texas Street
Fort Worth, Texas 76102
Attn: Planning and Development Director
To Developer:
Fort Worth Heritage Development, LLC,
Attn: Craig Cavileer
13191 Crossroads Parkway North
6th Floor
City of Industry, CA 91746
With a copy to:
Majestic Realty Co.
Mike Durham, Chief Financial Officer
mdurham(j�maiesticrealjy.com
To Tax Increment Reinvestment Zone No. 15 (for purposes of Section P, only)
Board of Directors
Stockyards/Northside TIF
Attn: Michael Henning, TIF Administrator
1150 South Freeway
Fort Worth, Texas 76104
City of Fort Worth,Texas
Enhanced Community Facilities Agreement with City Participation—54-Inch M-279 Sanitary Sewer Relocation and
Storm Water Improvements for the Stockyards
Page 11 of 23
With a copy to:
Robert Sturns,Director
Economic Development Department
1150 South Freeway
Fort Worth,TX 76104
W. Developer may at any time assign,transfer or otherwise convey any of its rights or obligations
under this Agreement to a financial institution or other lender for purposes of granting a
security interest in the Project and/or the Reimbursement Payment without the consent of the
City Council,provided that Developer and the financial institution or other lender first execute
a written agreement with the City in substantially the same form as that attached hereto as
Exhibit D, together with such other terms and conditions as may be agreed by the City,
Developer and the financial institution or other lender with respect to such security interest.
REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
City of Fort Worth,Texas
Enhanced Community Facilities Agreement with City Participation—54-Inch M-279 Sanitary Sewer Relocation and
Storm Water Improvements for the Stockyards
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Cost Summary Sheet
Project Name: 54-Inch M-279 Sanitary Sewer Relocation and Storm Water Improvements for the
Stockyards
CFA No.: City Project No.: 101266
Items Developer's Cost City's Cost Total Cost
A. Water and Sewer Construction
1. Water Construction $ $ 4,000.00 $ 4,000.00
2.Sewer Construction $ $ 2,251,289.00 $ 2,251,289.00
Water and Sewer Construction Total $ $ 2,255,289.00 $ 2,255,289.00
B. TPW Construction
1.Street $ $ - $ -
2.Storm Drain $ $ 206,805.00 $ 206,805.00
3.Street Lights Installed by Developer $ $ - $ -
4. Signals $ $ - $ -
TPW Construction Cost Total $ $ 206,805.00 $ 206,805.00
Total Construction Cost(excluding the fees): $ $ 2,462,094.00 $ 2,462,094.00
Construction Fees:
C. Water/Sewer Inspection Fee(2%) $ $ 45,105.78 $ 45,105.78
D. Water/Sewer Material Testing Fee(2%) $ $ 45,105.78 $ 45,105.78
Sub-Total for Water Construction Fees $ $ 90,211.56 $ 90,211.56
E. TPW Inspection Fee(4%) $ �$ 8,272.20 $ 8,272.20
F. TPW Material Testing(2%) $ F$ 4,136.10 $ 4,136.10
G. Street Light Inspsection Cost $ $ - $ -
H. Signals Inspection Cost $ $ - $ -
J.Civil/Geotechnical Engineering&Survey(20%) $ �$ 492,418.80 $ 492,418.80
TPW Construction Fees Subtotal $ $ 504,827.10 $ 504,827.10
Total Construction Fees $ - $ 595,038.66 $ 595,038.66
TOTAL PROJECT COST $ - $ 3,057,132.66 $ 3,057,132.66
Financial Guarantee Options,choose one Amount Choice
(Mark one)
Bond=100.0 $ X
Completion Agreement=100•/o/Holds Plat $
Cash Escrow Water/Sanitary Sewer=125% $
Cash Escrow Paving/Storm Drain=125% $
Letter of Credit=125%w/2yr expiration period I $
The costs stated herein may be based upon construction estimates rather than actual costs. The
City's portion of inspection and material testing fees are directly allocated to the City's
accounts for charges and does not reimburse the Water Inspection and Material Testing Fees
to the Developer.
City of Fort Worth,Texas
Enhanced Community Facilities Agreement with City Participation—54-Inch M-279 Sanitary Sewer Relocation and
Storm Water Improvements for the Stockyards
Page 13 of 23
IN TESTIMONY WHEREOF,the City of Fort Worth has caused this instrument to be
executed in quadruplicate in its name and on its behalf by its Assistant City Manager,
attested by its City Secretary,with the corporate seal of the City affixed, and said Developer
has executed this instrument in quadruplicate, effective as of the date subscribed by the
City's designated City Manager.
[Signatures on following page]
City of Fort Worth,Texas
Enhanced Community Facilities Agreement with City Participation—54-Inch M-279 Sanitary Sewer Relocation and
Storm Water Improvements for the Stockyards
Page 14 of 23
CITY OF FORT WORTH DEVELOPER:
FORT WORTH HERITAGE
DEVELOPMENT, LLC,
Jesus J. Chapa a Texas limited liability company
Assistant City Manager
l �a _,�) By: Majestic-Stockyards Investor,LLC,
Date: (O a Delaware limited liability company,
its managing member
Recommended by:
By: Majestic Realty, Co.,
! La California corporation,
as duly authorized agent for the
Wendy C '-Babulal,EMBA,P.E. Manager of Majestic—Stockyards
Deve o ment Engineering Manager Investor, C
Wate epartment
B
_ ame: EMQa anQwen .te
Dougl 1 Its: _ President and Chairman of the board
Direct Date: (QA3, F)
Transportat Public Works Department
Approved as to Form &Legality:
6Z�'e� ATTEST: (Only if required by Developer)
Richard A. McCracken
Assistant City Attorney
M&C No. C.-279'yS
2Signature
Date:
0� Name:
Form 1295: 2614 -
ATT T.
4' 1 a-'t-/
J. Kayser
City Secretary F FOiq Robert Sturns, Director
�A O � Economic Development
'♦ 'Z:
•�AS
OFFICIAL RECORD
CITY SECRETARY
I~T. WORTH,TX
City of Fort Worth,Texas
Enhanced Community Facilities Agreement with City Participation—54-Inch M-279 Sanitary Sewer Relocation and
Storm Water Improvements for the Stockyards
Page 15 of 23
Contract Compliance Manager:
By signing I acknowledge that I am the person
responsible for the monitoring and administration
of this contract,including ensuring all performance
and reporting requirements.
'Jcl"�j"� 'A M&tJ—�
14M e: an Q .L' ► '�t-Ji.�r
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City of Fort Worth,Texas
Enhanced Community Facilities Agreement with City Participation—54-Inch M-279 Sanitary Sewer Relocation and
Storm Water Improvements for the Stockyards
Page 16 of 23
Check items associated with the project being undertaken; checked items must be
included as Attachments to this Agreement
Included Attachment
Location Map
Exhibit A: Water Improvements
®' Water Cost Estimate
Exhibit A-1: Sewer Improvements
Sewer Cost Estimate
L1 Exhibit B: Paving Improvements
Paving Cost Estimate
® Exhibit B-1: Storm Drain Improvements
®' Storm Drain Cost Estimate
Exhibit C: Street Lights and Signs Improvements
Street Lights and Signs Cost Estimate
(Remainder of Page Intentionally Left Blank)
City of Fort Worth,Texas
Enhanced Community Facilities Agreement with City Participation—54-Inch M-279 Sanitary Sewer Relocation and
Storm Water Improvements for the Stockyards
Page 17 of 23
Exhibit D
CONSENT TO ASSIGNMENT
FOR SECURITY PURPOSES OF CERTAIN RIGHTS UNDER
ENHANCED COMMUNITY FACILITIES AGREEMENT—SEWER IMPROVEMENTS
BETWEEN CITY OF FORT WORTH AND
FORT WORTH HERITAGE DEVELOPMENT,LLC
(CITY SECRETARY CONTRACT NO.
This CONSENT TO ASSIGNMENT FOR SECURITY PURPOSES OF
ENHANCED COMMUNITY FACILITIES AGREEMENT — SEWER IMPROVEMENTS
(this "Consent") is entered into by and among the CITY OF FORT WORTH ("City"), a home
rule municipal corporation organized under the laws of the State of Texas; and FORT WORTH
HERITAGE DEVELOPMENT, LLC ("Developer"), a Texas limited liability company; and
COMERICA BANK("Lender").
RECITALS
The City, Developer and Lender hereby agree that the following statements are true and
correct and constitute the basis upon which the parties have entered into this Consent:
A. The City and Developer previously entered into that certain Enhanced
Community Facilities Agreement — Sewer Improvements, City Secretary Contract No. 50814
(the "Sewer ECFA") pursuant to which Developer agreed to construct certain sewer infrastructure
and the City agreed to reimburse Developer for certain costs, as more specifically outlined in the
Sewer ECFA.
B. Section W of the Sewer ECFA allows Developer to assign its rights and obligations
under the Sewer ECFA (including Developer's right to receive the Sewer ECFA Payment) to a
financial institution or other lender for purposes of granting a security interest in the Project and/or
the Sewer ECFA Payment,as defined therein,to such financial institution or other lender,without
the approval of the City Council, provided that Developer and the financial institution or other
lender first execute a written agreement with the City governing the rights and obligations of the
City, Developer, and the financial institution or other lender with respect to such security interest.
C. Developer wishes to obtain a $16,500,000.00 loan from Lender (the "Loan") in
order to provide Developer with working capital to be used, in whole or in part, in connection with
the Project. As security for the Loan, certain agreements between Developer and Lender
governing the Loan and dated , 2018, including, but not limited to, a Credit
Agreement, a Draw-To Note and a Security Agreement (collectively, the "Loan Documents")
require that Developer collaterally assign to Lender all rights of Developer to receive payment of
the Sewer ECFA Payment under the Sewer ECFA until such time as Developer has fully satisfied
all duties and obligations set forth in the Loan Documents that are necessary to discharge Lender's
security interest in the Sewer ECFA Payment(the "Assi ng�ment").
D. The City is willing to consent to the Assignment specifically in accordance with the
terms and conditions of this Consent.
-18-
AGREEMENT
1. The City, Developer and Lender hereby agree that the recitals set forth above are
true and correct and form the basis upon which the City has entered into this Consent.
2. The City hereby consents to the Assignment at the request of Developer and Lender
solely for the purpose of Lender's securing the Loan pursuant to and in accordance with the Loan
Documents. Notwithstanding such consent, the City does not adopt, ratify or approve any of the
particular provisions of the Loan Documents and, unless and to the extent specifically
acknowledged by the City in this Consent, does not grant any right or privilege to Lender or any
assignee or successor in interest thereto that is different from or more extensive than any right or
privilege granted to Developer under the Sewer ECFA.
3. The City shall provide copies to Lender of all notices provided to Developer
pursuant to the Sewer ECFA, including notice of breach or default by Developer, addressed to the
following, by certified mail,postage prepaid, or by hand delivery:
Jonathan R. Ward, Vice President-Western Market
Commercial Real Estate
Comerica Bank
611 Anton Blvd., 4th Floor
Costa Mesa, CA 92626
or such other address(es) as Lender may advise City from time to time in writing.
4. Unless and until Lender notifies the City that Developer has repaid the Loan in full
and has fully satisfied all duties and obligations set forth in the Loan Documents that are necessary
to discharge Lender's security interest in the Sewer ECFA Payment, the City shall,
notwithstanding any contrary or conflicting instructions the City may receive from Developer with
respect thereto, make the Sewer ECFA Payment, as and when due under the Sewer ECFA, only
by wire transfer to Developer's blocked account maintained with Lender (the "CFA Deposit
Account") in strict accordance with the wiring instructions attached hereto as Exhibit A.
5. If Developer fails to cure any default under the Sewer ECFA, the City agrees that
Lender, its agents or designees shall have an additional thirty (30) calendar days or such greater
time as may specifically be provided under the Sewer ECFA to perform any of the obligations or
requirements of Developer imposed by the Sewer ECFA and that the City will accept Lender's
performance of the same as if Developer had performed such obligations or requirements;
provided, however, that in the event such default cannot be cured within such time, Lender, its
agents or designees, shall have such additional time as may be reasonably necessary if within such
time period Lender has commenced and is diligently pursuing the remedies to cure such default.
Nothing contained herein shall obligate Lender to cure any default by Developer under the Sewer
ECFA.
6. If at any time Lender intends to exercise any of its remedies under the Loan
Documents with respect to the Assignment, Lender shall first provide written notice to the City of
such intent (a "Notice"). Lender shall copy Developer on the Notice and deliver such Notice to
Developer by both first class and certified mail return receipt concurrent with its transmittal of the
-19-
Notice to the City, and Lender shall represent in the Notice that it has done so. If, on the date the
City receives the Notice,Developer is entitled to payment by the City of the Sewer ECFA Payment
in accordance with the Sewer ECFA, the City shall pay the Sewer ECFA Payment directly to
Lender at the address for Lender set forth in Section 3 above, rather than making the Sewer ECFA
Payment to Developer. Lender shall have no obligation to assume the obligations of Developer
under the Sewer ECFA. However, if additional actions by Developer pursuant to the Sewer ECFA
are required in order to be entitled to the Sewer ECFA Payment, Lender understands and agrees
that the City shall not be bound to pay Lender all or any portion of the Sewer ECFA Payment
pursuant to the Sewer ECFA unless Lender enters into a written agreement with the City to assume
and be bound by all covenants and obligations of Developer under the Sewer ECFA. If Lender
enters into an assumption agreement with the City,then City shall make the Sewer ECFA Payment
in accordance with the Sewer ECFA directly to Lender at the address for Lender set forth in Section
3 above, rather than making such Sewer ECFA Payment to Developer.
7. Any Notice to be delivered by Lender to the City and/or Developer pursuant to
Section 6, above, shall be addressed as follows:
City: Developer:
City of Fort Worth Fort Worth Heritage Development, LLC
Attn: City Manager Exchange Building
1000 Throckmorton 131 East Exchange Ave., Suite 212
Fort Worth, TX 76102 Fort Worth, TX 76164
with copies to: with a copy to:
The City Attorney and Housing & Economic Majestic Realty Co.
Development Director at the same address Attn: Craig Cavileer,
Executive Vice President
13191 Crossroads Parkway N., Suite 600
City of Industry, CA 91746
8. In the event of any conflict between this Consent and the Sewer ECFA or any of
the Loan Documents,this Consent shall control.
9. This Consent may not be amended or modified except by a written agreement
executed by all of the parties hereto. Notwithstanding anything to the contrary in the Loan
Documents, an amendment to any of the Loan Documents shall not constitute an amendment to
this Consent or the Sewer ECFA.
10. Once Developer has fully satisfied all duties and obligations set forth in the Loan
Documents that are necessary to discharge Lender's security interest in the Sewer ECFA and such
security interest is released,Lender shall provide written notice to the City that Lender has released
such security interest, in which case this Consent shall automatically terminate.
11. This Consent shall be construed in accordance with the laws of the State of Texas.
Venue for any action arising under the provisions of this Consent shall lie in state courts located
in Tarrant County, Texas or in the United States District Court for the Northern District of Texas,
-20-
Fort Worth Division. Capitalized terms used but not specifically defined in this Consent shall have
the meanings ascribed to them in the Sewer ECFA.
12. This written instrument contains the entire understanding and agreement between
the City,Developer and Lender as to the matters contained herein. Any prior or contemporaneous
oral or written agreement concerning such matters is hereby declared null and void to the extent
in conflict with this Consent.
13. Developer waives all claims against the City for payment of the Sewer ECFA
Payment to Lender in accordance with Section 4 and Section 6.
14. This Consent shall be effective on the later date as of which all parties have
executed it. This Consent may be executed in any number of duplicate originals and each duplicate
original shall be deemed to be an original. The failure of any party hereto to execute this Consent,
or any counterpart hereof, shall not relieve the other signatories from their obligations from their
obligations hereunder.
EXECUTED as of the last date indicated below:
[SIGNATURES IMMEDIATELY FOLLOW ON NEXT PAGE]
-21-
CITY OF FORT WORTH: APPROVED AS TO FORM
AND LEGALITY:
By: By:
Name: Name:
Assistant City Manager Assistant City Attorney
Date: M&C: none required
FORT WORTH HERITAGE DEVELOPMENT, LLC,
a Texas limited liability company:
By: Majestic - Stockyards Investor, LLC,
a Delaware limited liability company,
its managing member
By: Majestic Realty, Co.,
a California corporation,
as duly authorized agent for the
Manager of Majestic—Stockyards
Investor, LLC
By:
Name:
Its:
Date:
COMERICA BANK
By:
Jonathan Ward
its Vice President-Western Market
-22-
Exhibit A
Wiring Instructions for CFA Deposit Account
Comerica Bank
611 Anton Blvd.
Costa Mesa,CA 92626
Attn: Teri Kaneen 714-424-3839
Wire Department: 888-242-0579
Routing Number: 121137522
Account Number: 1895167326
Customer Name: Fort Worth Heritage Development,LLC
-23-
THE CITY OF FORT WORTH
COST EXHIBITS PUBLIC IMPROVEMENTS TO SERVE
54" M-279 SANITARY SEWER RELOCATION
AND STORM WATER IMPROVEMENTS FOR THE STOCKYARDS
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PROP.54"SANITARY
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EX.SANITARY SEWER LINE
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' STOCKYARDS ADDITION II
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ADDITION
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54-INCH SANITARY SEWER RELOCATION FOR THE SOCKYARDS
LEGEND
PROP.54"SANITARY
SEWER LINE
PROPOSED STORM DRAIN
LINE TO BE LOWERED
PROPOSED STORM DRAIN NORTH
JUNCTION STRUCTURE
EX.STORM DRAIN LINE
GRAPHIC SCALE IN FEET
0 50 100 200
EAST MIULE*BARN 1 LOT 4,BLOCK 10A j I
STOCKYARDS ADDITION !
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54-INCH SANITARY SEWER RELOCATION FOR THE SOCKYARDS y .
00 42 43
DAP-BID PROPOSAL
Page 1 of 3
SECTION 00 42 43
Developer Awarded Projects-PROPOSAL FORM
UNIT PRICE BID Bidder's Application
Project Itcm infannntion Biddces Proposal
Bldlist Description Specification Section No. Unit of Bid Unit Price Bid Value
I
tem No. Measure Quantity
UNIT 1:DRAINAGE IMPROVMENTS
1 3305.0112 Concrete Collar 330517 EA 1 $ 2,000.00 $2000.00
2 3341.0605 66"RCP Class 111 3341 10 LF 230 $ 500.00 $115000.00
3 3349.0006 Storm Junction Structure 334910 LS 1 $ 89,000.00 $89,000.00
4_." 3305.0109 Trench Safety 330510 LF 230 $ 3.50 $805.00
TOTAL U :DRAINAGE IMPROVEMENTS 5206,805.00
CITY OF FORT WORTH
STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS-DEVELOPER AWARDED PROJECTS 54-Inch Sanitary Sewer Relma0on for the Stockyards
Form Version September 1,2015 101255
dwa
004243
OAP-BID PROPOSAL
Page 2 of 3
SECTION 00 42 43
Developer Awarded Projects-PROPOSAL FORM
UNIT PRICE BID Bidder's Application
Project Item lnrormotion Bidders Proposal
Bidlist Description Specification Section No. Unit of Bid Unit Price Bid Value
Ilem No. Measure Quantity
UNIT II:SANITARY SEWER IMPROVMENTS
1 9999.0001 As-Built Survey 00 71 23 LS 1 $5,500.00 $5,500.00
2 9999.0002 Construction Staking 00 71 23 LS 1 - $11,000.00 $11,000.00
3 9999.0003 Remove Misc Concrete Foundation 0071 23 LS 1 $2,900.00 $2,900.00
4 0241.2115 42"Sewer Abandonment Plug 0241 14 EA 2 $ 1,000.00 $2,000.00
6 9999.0000 39'Sewer Abandonment Plug 0241 14 EA 2 $ 1,000.00 $2,000.00
6 0241.2025 Remove 42"Sewer Line 0241 14 LF 540 $ 50.00 $27,000.00
7 0241.2202 Remove 5'Sewer Manhole 0241 14 EA 51$ 4,600.00 $22,500.00
8 3125.0101 SWPPP Z 1 acre 312500 LS 1 $ 18,000.00 $18,000.00
9 3201.0400 Temporary Asphalt Paving Repair 3201 18 LF 540 $ 70.00 $37,800.00
10 3201.0614 Cone Pvmt Re afr Residential 32 01 29 SY 353 $ 123.00 $43,419.00
11 3201.0616 Conc Pvmt Repair,Artertalllnduslrlai 3201 29 SY 2,175 $ 105.00 $228,375.00
12 3214.0200 Brick Pvmt Repair 321416 SY 88 $ 175.00 $15,400.00
13 3291.0100 Topsoil 3291 19 CY 333 $ 60.00 $19,980.00
14 3292.0400 Seeding,H dromulch 32 92 13 SY 2,0001$ 0.60 $1,200.00
15 3305.0112 Concrete Collar 330617 EA 31$ 3,500.00 $10,500.00
16 3305.3016 54"Sewer Carrier Pie 33 05 24 LF 46 $ 811.00 $37,306.00
17 3301.0001 Pre-CCTV Inspection 330131 LF 1,490 $ 5.50 $8195.00
18 13301.0002 Post-CCTV Inspection 3301 31 LF 1,500 $ 5.50 $8,250.00
19 3301.0101 Manhole Vacuum Testing 3301 30 EA 6 $ 225.00 $1,350.00
20 3303.0001 Bypass Pumping 330310 LS 2.1 713,aoa Y.;V,,010P0
21 3305.0109 Trench Safety 33 05 10 LF 1,500 $ 3.50 $5,250.00
22 3305.0113 Trench Water Stops 330515 EA 51$ 850.00 $4,250.00
23 3331.3201 6'Sewer Service 33 31 50 EA 1 $ 2,300.00 $2,300.00
24 3331.3312 6"Sewer Service,Reconnection 33 31 50 EA 1 $ 500.00 $500.00
25 9999.0004 54"Fiberglass Sewer Pipe,CLSM Embedment,Acceptable Backfill 33 31 13 LF 210 JI 531_10 JY //7,6f o
26 9999.0005 54"Fiberglass Sewer PI e,CLSM Embedment,CLSM Backfill 3331 13 LF 1,244 b G °O 77$,7YY
27 3339,0001 Epoxy Manhole Liner 33 39 60 VF 73 $ 340.00 $24,820.00
28 3339.0002 Epoxy Structure Llner 33 39 60 SF 1,800 $ 20.00 $36,000.00
29 3339.1103 5'Extra Depth Manhole 33 3910,33 39 20 VF 31 $ 400.00 $12,400.00
30 3339.1105 5'Type A Manhole 33 3910,33 39 20 EA 7 $ 10,000.00 $70,000.00
31 3339.2001 Sanitary Sewer Junction Structure,STA 51+52 33 3910,33 39 20 LS 1 $ 95,000.00 $95,000.00
32 3339.2001 Sanllary Sewer Junction Structure,STA 66+24 33 3910,33 39 20 LS 1 $ 85,000.00 $85,000.00
33 3471.0001 Traffic Control 34 71 13 MO 1 $ 21,000.00 $21,000.00
34 3305.1012 72"Casing By Oen Cut 33 05 22 LF 46 $ 665.00 $30,590.00
35 10241.2001 Sanitary Line Grouting 0241 14 CY 325 $ 136.00 $44,200.00
TOTAL UNIT If:SANITARY SEWER IMPROVEMENTS $933,88"
CITY OF FORT WORTH
STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS-DEVELOPER AWARDED PROJECTS 54-Inch Sanitary Server Reloca0on for the Stockyards
Form Version September i,2015 101266
OD 42 43
DAP-BID PROPOSAL
Page 3 of 3
SECTION 00 42 43
Developer Awarded Projects-PROPOSAL FORM
UNIT PRICE BID Bidder's Application
Project Item Information Bidder's Proposal
Bid list Description Specification Section No. Unit or Did Ulul Prig Bid Value
Item No. Measure Quantity
UNIT III:WATER IMPROVMENTS
10241.1118 4"-12"Pressure Plug 02 41 14 EA 1 $ 2,000.00 $2,000.00
2 0241.1510 Salvage Fire Hydrant1024114 EA 11S 2,000.001 $2,00H
TOTAL UNI I •W VEMENTS $4.000.00
Bid Summary
TOTAL UNIT I:DRAINAGE IMPROVEMENTS $206,805.00
TOTAL UNIT II:SANITARY SEWER IMPROVEMENTS 1J oZ. ;$'/r �9 uo
TOTAL UNIT Ill:WATER IMPROVEMENTS $4000-00
Total Construction Bid A
Contractor agrees to complete WORK for FINAL ACCEPTANCE within ISO calendar days after the date when the
CONTRACT commences to run as provided In the General Conditions.
END OF SECTION
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CITY OF FORT WORTH
STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS-DEVELOPER AWARDED PROJECTS 64•Imh Bud"Sewer Relocation For Na Stockyards
Fong Version September 1,2015 101266
M&C Review Page 1 of 4
Official site of the City of Fort Worth,Texas
CITY COUNCIL AGENDA FoR` 1i
COUNCIL ACTION: Approved As Amended on 11/15/2016 -Ordinance No. 22505-11-2016
DATE: 11/15/2016 REFERENCE C-27995 LOG NAME: 17RMGEDPAEXCHANGECFA
NO..
CODE: C TYPE: NON- PUBLIC NO
CONSENT HEARING:
SUBJECT: Authorize Execution of an Economic Development Program Agreement with Rural Media
Group, LLC, for the Relocation of Its Corporate Headquarters and Broadcasting
Operations to the Fort Worth Stockyards, Authorize Execution of a Community Facilities
Agreement with Fort Worth Heritage Development, LLC, for Public Improvements to E.
Exchange Avenue and Mule Alley, Authorize Amendment to Economic Development
Program Agreement with Fort Worth Heritage Development, LLC, City Secretary Contract
No. 46495, to Secure Performance Obligations Under the Economic Development
Program Agreement and the Community Facilities Agreement, Authorize Execution of a
Tax Increment Financing Development Agreement with the Board of Directors of Tax
Increment Reinvestment Zone No. 15 for Reimbursement to the City for Costs of Those
Public Improvements, Authorize Advance Funding by the City for Those Public
Improvements from TIF Revenues Collected Through the Remaining Life of the Zone as
the Receivable Estimated at $7,900,000.00 and Adopt Related Appropriation Ordinance
(COUNCIL DISTRICT 2)
RECOMMENDATION:
It is recommended that the City Council:
1. Authorize the City Manager to execute an Economic Development Program Agreement with Rural Media
Group, LLC, for the relocation of its corporate headquarters and broadcasting operations to the Fort Worth
Stockyards;
2. Find that the terms and conditions of the proposed Economic Development Program Agreement, as
outlined below, constitute a custom-designed Economic Development Program, as recommended by the
2016 Comprehensive Plan and authorized by Chapter 380 of the Texas Local Government Code;
3. Authorize the City Manager to execute a Community Facilities Agreement with Fort Worth Heritage
Development, LLC, for construction of public improvements to E. Exchange Avenue and Mule Alley;
4. Authorize the execution of amendment to Economic Development Program Agreement with Fort Worth
Heritage Development, LLC, City Secretary Contract No. 46495, in order to secure performance obligations
under the above-referenced Economic Development Program Agreement with Rural Media Group, LLC,
and the Community Facilities Agreement;
5. Authorize the execution of a Tax Increment Financing Development Agreement with the Board of
Directors of Tax Increment Reinvestment Zone No. 15 (Stockyards/Northside TIF) for funding of the public
improvements under the Community Facilities Agreement;
6. Authorize the advance funding by the City for costs of the public improvements under the Community
Facilities Agreement, with TIF funding collected through the remaining life of the Zone as a receivable,
estimated at $7,900,000.00; and
7. Adopt the attached appropriation ordinance increasing estimated receipts and appropriations in the
Developer Contribution Fund in the amount of$7,900,000.00.
http://apps.cfwnet.org/council_packet/mc_review.asp?ID=24046&councildate=11/15/2016 7/2/2018
M&C Review Page 2 of 4
DISCUSSION:
On November 8, 2016, the City Council received a briefing on Staffs recommendation to enter into an
Economic Development Program Agreement (EDPA) with Rural Media Group (RMG) to secure the
relocation of its corporate headquarters and primary broadcasting studio to a location in the Stockyards. In
connection with this, Staff also proposes entering into a Community Facilities Agreement (CFA) with Fort
Worth Heritage Development, LLC (Heritage) in order to construct public improvements to streetscaping
along E. Exchange Avenue and waste water utilities extending through and beyond Mule Alley on an
accelerated schedule. Accelerating investment in these public improvements will help to minimize future
disruption to activity and development in the Stockyards, and will help to offset near-term costs to RMG in
its relocation to Fort Worth.
The City will be reimbursed for the costs of the public improvements for which it is responsible under the
CFA from future tax increment revenues received from properties in Tax Increment Reinvestment Zone No.
15 (Stockyards/Northside TIF), as provided in a Tax Increment Financing (TIF) Development Agreement
between the City and the TIF's board of directors. In order to secure performance under the EDPA and the
CFA, the City and Heritage will execute an amendment to the City's existing Economic Development
Program Agreement with Heritage (City Secretary Contract No. 46495). In the event that RMG does not
fulfill its primary obligations under the EDPA by relocating its corporate headquarters and primary
broadcasting studio to the Stockyards for at least a 10-year period, the City will have the right to be
reimbursed for certain public infrastructure costs under the CFA by deducting those sums from Program
Grants payable to Heritage under the EDPA.
Economic Development Program Agreement (EDPA) with Rural Media Group, LLC (RMG):
RMG is a leading provider of multimedia content dedicated to the rural and western lifestyle. RMG is the
parent company of RFD-TV, RURAL RADIO, FamilyNet, RFD-TV The Magazine, and RFD-TV The
Theatre. RMG produces, distributes, and broadcasts original content as well as licensed content to markets
throughout the United States and internationally.
Staff recommends entering into an EDPA with RMG under which RMG will relocate its corporate
headquarters to the Stockyards by no later than January 1, 2020. The proposed location of RMG's
corporate headquarters facility will be on property owned by Heritage and leased to RMG. RMG will occupy
at least 30,000 square feet of office space, of which a minimum 6,000 square feet must be used as the
primary broadcasting studio for RFD-TV.
Specifically, RMG must comply with the following minimum requirements:
- Invest a minimum $5 million in new taxable business personal property in the site as of January 1, 2020;
- Employ a minimum 90 full-time employees (FTEs) on the site by not later than January 1, 2021 and a
minimum 135 FTEs not later than January 1, 2023, of which at all times at least 15 percent must be Fort
Worth residents and 15 percent must be Fort Worth Central City residents;
- Pay wages of no less than $15.00 per hour to all FTEs;
- Spend a minimum 15 percent annual discretionary service and supply expenditures for Fort Worth-based
operations with contractors that are Fort Worth contractors;
- Spend a minimum 15 percent annual discretionary service and supply expenditures with contractors that
are Fort Worth Certified M/WBE companies;
- Maintain minimum average national half hour viewership of 100,000 viewers on the weekend and 12,000
viewers on weekdays, with jointly agreed upon methods for viewership verification;
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- Produce and broadcast a minimum 100 hours annually of live or original television content, unrepeated,
filmed in the City of Fort Worth, of which a minimum of 25 percent and a maximum of 90 percent will be
filmed in the Fort Worth Stockyards (substantiation and verification of this commitment will incorporated in
the Company's annual reporting requirements to the City, with penalty for not meeting this and other
broadcast-related minimums resulting in a reduction in the potential grant received).
Under the EDPA, RMG will be eligible to receive annual Economic Development Program grants equal to a
maximum of 50 percent of the City's incremental property tax revenue attributable to the business personal
property taxes paid by RMG in the previous tax year. Failure by RMG to locate its corporate headquarters
and primary broadcasting studio in the Stockyards by January 1, 2020, as described above, will constitute a
breach and will allow the City to terminate the EDPA. Failure by RMG to meet the broadcasting and
promotional commitments in any year will result in a reduction of the maximum potential grant from 50
percent to 45 percent.
Except for cases of default, the failure of RMG to meet any other particular commitment will result in a
reduction to the grant amount that RMG is entitled to receive in a given year based on the value assigned to
the commitment in accordance with the following table:
Property Owner or Company Commitment Potential Grant
Real and Personal Property Investment(Base Commitment) 15 Percent
Minimum$15.00 Hourly Wage for Employees(Wage Commitment) 10 Percent
Overall Employment Commitment 5 Percent
15 Percent Employment of Fort Worth Residents 5 Percent
15 Percent Employment of Fort Worth Central City Residents 5 Percent
15 Percent Utilization of Fort Worth Companies for Services and Supplies 5 Percent
15 Percent Utilization of Fort Worth M/WBE Companies for Services and 5 Percent
Supplies
TOTAL 50 Percent
Community Facilities Agreement (CFA)with Fort Worth Heritage Development, LLC (Heritage):
Heritage will execute a CFA for construction of streetscape improvements along East Exchange Avenue
beginning at North Main Street and continuing to approximately Packers Avenue as well as the upsizing
and rerouting of a wastewater line generally located along Mule Alley and continuing southeast to Northeast
23rd Street. The cost of these public improvements are expected to total approximately$7,900,000.00. The
City will be responsible for paying the costs of these improvements. Heritage will also have the right to
construct additional public improvements that Heritage wishes to pay for. The entire project under the CFA
will be bid in accordance with competitive bidding statutes applicable to the City.
Advance Funding of Public Improvements and TIF Development Agreement:
As previously referenced, in order to accelerate construction of the public improvements along East
Exchange Avenue and Mule Alley, Staff recommends that the City provide advance funding for these
improvements. However, the Board of Directors of Tax Increment Reinvestment Zone No. 15
(Stockyards/Northside TIF) has approved execution of a Tax Increment Financing Development Agreement
with the City for the reimbursement of those costs, which will be booked as a receivable by the City.
Amendment to Economic Development Program Agreement with Fort Worth Heritage Development,
LLC (Heritage):
RMG will be receiving a $5,000,000.00 rent credit from Heritage under its lease. This rent credit comprises
part of the overall Economic Development incentive that the City has concluded is necessary for RMG to
relocate its corporate headquarters and broadcasting studio to the Stockyards. Rather than providing either
Heritage or RMG a direct$5,000,000.00 Economic Development grant to cover the rent credit, the City has
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elected to cover this portion of its Economic Development incentive for the RMG project by advance funding
the East Exchange Avenue and Mule Alley public infrastructure under the CFA. I-I^w eyeF in the WARM+ham+
Qns+ of the ''AdAF+hA QFo. In the event that RMG ceases using the Stockyards site as its
consolidated corporate headquarters and primary broadcasting site at any time during the 10-year EDPA
term, Heritage will be required to reimburse or pay the City the
difference between $5,000,000.00 of CFA infrastructure costs and any sums received by the City at that
time from the TIF under the TIF Development Agreement.
In order to secure Heritage's obligations, and thus preserve the public purposes behind the funding of the
infrastructure covered by the CFA, the existing Economic Development Program Agreement between the
City and Heritage (City Secretary Contract No. 46495) will be amended to allow the City to deduct any
sums that Heritage may be obligated to reimburse to the City under the CFA from the annual Program
Grants that the City would otherwise make to Heritage under its Economic Development Program
Agreement.
This project is located in COUNCIL DISTRICT 2, Mapsco 62G.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that upon approval of the above recommendations, funds will be available
in the current capital budget, as appropriated, of the Developer Contributions Fund. Repayment of the cash
advance will begin when the improvements are completed, which is expected to be late Fiscal Year 2017 or
early Fiscal Year 2018. The TIF will make annual payments to the City equal to 100 percent of the TIF
revenues, less administration expenses. Repayment to the City for the cash advance will be the first
priority for all revenues generated by the TIF and the City shall be first in line to receive reimbursement
before the TIF utilizes any revenues outside of this Agreement. The TIF will not be charged interest on the
cash being forwarded by the City and repayment in full is anticipated to occur in Fiscal Year 2027 based
upon the current forecast.
TO
Fund Department Account Project Program Activity Budget Reference# Amount
ID ID Year (Chartfield 2)
FROM
Fund Department Account Project Program Activity Budget Reference# Amount
ID ID Year (Chartfield 2)
Submitted for City Manager's Office by: Jay Chapa (5804)
Originating Department Head: Robert Sturns (212-2663)
Additional Information Contact: Michael Hennig (871-6024)
ATTACHMENTS
AppropriationOrd.docx
Form 1295.pdf
Ft Worth Form 1295.pdf
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CERTIFICATE OF INTERESTED PARTIES
FORM 2295
1 of 1
Complete Nos.1-4 and 6 if there are interested parties. OFFICE USE ONLY
Complete Nos.1,2,3,5,and 6 if there are no interested parties. CERTIFICATION OF FILING
1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number:
of business. 2016-129143
fort worth heritage development Ilc
city of fort worth,TX United States Date Filed:
2 Name of governmental entity or state agency that is a party to the contract for which the form is 10/26/2016
being filed.
city of fort worth Date Acknowledged:
3 Provide the identification number used by the governmental entity or state agency to track or identify the contract,and provide a
description of the services,goods,or other property to be provided under the contract.
rmg edpa exchange cfa,exch av
community facilities agreement
4 Nature of interest
Name of Interested Party City,State,Country(place of business) (check applicable)
Controlling I Intermediary
hickman investments limited fort worth,TX United States X
majestic-stockyards investor Ile city of industry, CA United States X
i
5 Check only if there is NO Interested Party. ❑
6 AFFIDAVIT I swear,or affirm,under penalty of perjury,that the above disclosure is true and correct.
GS la lt,.
Signa re of authorized agent of contracting business entity
AF NOTARY STAMP/SEAL ABOVE
Sworn to and subscribed before me,by the - this the day of
20 to certify which,witness my hand and seal of o ice.
Signature of officer administering oath Printed name of officer administering oath Title o fficer a istering oath
Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.277
A notary public or other officer completing this
certificate verifies only the identity of the individual
who signed the document to which this certificate is
attached, and not the truthfulness, accuracy, or
validity of that document.
State of California
County of -,X QzW
Subscribed and sworn to (or affirmed) before me on this day of
b( , 20I(e, by (IM, /,(4 �OVFl�
proved to me on the basis of satisfactory evidenc�to be the person�4 who
appeared before me.
(seal)
Signature
LAURIE JENKINS
Commission#2077754
Z Notary Public-California z
Los Angeles County D
MY Comm.Expires Sep 10,2018