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Contract 43575 (2)
CO SEC ETAkli CONTRAC1 M� ECOKOMIC ID N;V h:1f,O1P' VIIF\ T 131[$OG]EkE1i Vd AGRKKMEXT _atail. LJ 1 This ECONOMIC DEVELOPMENT P''' OGRAM 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 Fernando Costa, its duly authorized Assistant City Manager, and EMPIRE TEXAS E UITIES, LTD. ("Developer"), a Texas limited partnership; and SUN VALLEY INDUSTRIAL PARK, L.P. ("Owner"), a Texas limited partnership. The City, Developer, and Owner may be referred to in this Agreement collectively as the "parties" and each individually as a "party." RECITALS The City, Developer and Owner hereby agree that the following statements are true and correct and constitute the basis upon which the City, Developer and Owner have entered into this Agreement: A. Owner owns an approximately 24.2 acre tract of real property in the City located in the Sun Valley Industrial Park (the "Land"), which Land is located near Interstate 20, State Highway 287, and South 820 Loop, as more specifically depicted in the map attached hereto as Exhibit "A", which is hereby made a part of this Agreement for all purposes. Improvements on the Land currently consist of a mix of operating commercial businesses and deteriorating, vacant and/or underused buildings. Owner has engaged Developer, either on its own or in partnership with other entities, to demolish all the remaining underused buildings and improvements and construct infrastructure and at least two industrial -use buildings, as more specifically set forth in Exhibit "B", attached hereto and hereby made a part of this Agreement for all purposes (collectively, the "EDI Grant Improvements") B. The 2012 Comprehensive Plan, adopted by the City Council pursuant to Ordinance No. 20085-03-2012 (the "Comprehensive Plan"), recommends that the City focus on revitalization of the Central City. C. The Land is located within the Central City, as that term is defined in the Comprehensive Plan. D. On May 13, 2008 the City authorized an application for this project to the U.S. Department of Housing and Urban Development ("HUD") for an Economic Development Initiative grant. On or about December 19, 2003 HUD notified the City that the proposed project on the Land had been Page 1 Economic Development Program Agreement between City of Fort Worth, Empire Texas Equities, Ltd. and Sun Valley Industrial Park, L.P. o ©[18.11, RE© ati) ski m-s iin selected to receive $346,500.00 in grant funds for revitalization of the Land pursuant to that certain Grant Agreement governing FY 2006 EDI-Special Project No B-06-SP-TX-0986 between HUD and the City dated on or about June 23, 2008 (the "Grant Agreement"), which is incorporated herein by reference for all purposes. HUD has agreed to an amendment to the budget set forth in the Grant Agreement, as reflected in Exhibit "B", pursuant to that May 23, 2012 correspondence to Charletra Hurt, Development Project Coordinator for the City's Housing and Economic Development Department, from Theresa A. Slye, Grants Technical Representative for HUD, on behalf of Francis P. McNally, Director of Congressional Grants for HUD E. City has created an Economic and Community Development Department, now known as the Housing and Economic 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.3716-03-2009. 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 3716-03- 2009, 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. The City Council has found and determined that the EDI Grant Improvements will benefit the City and constitute a positive step in revitalization of the Central City. I. The City Council has found and determined that, by entering into this Agreement, the potential economic benefits that will accrue to the Page 2 Economic Development Program Agreement between City of Fort Worth, Empire Texas Equities, Ltd. and Sun Valley Industrial Park, L.P. City under the terms and conditions of this Agreement are consistent with the City s economic development objectives in the City as set forth in the Comprehensive Plan. J. This Agreement is authorized by Chapter 380 of the Texas Local Government Code. NOW, THEREFORE, in consideration of the recitals set out above that are incorporated herein for all purposes, 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: 1. INCORPORATION OF RECITALS. The City Council hereby finds, and the City, Developer and Owner hereby agree, that the recitals set forth above are true and correct and form the basis upon which the City, Developer and Owner have 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: Buildinis means those two (2) buildings comprising a portion of the EDI Grant Improvements, as more specifically defined and outlined in Section 4.1.2. Complete Documentation means a report or reports in a form reasonably acceptable to the City that contains a summary of the Construction Costs expended for the EDI Grant Improvements covered by the report and a summary of those Construction Costs expended with Fort Worth Certified M/WBE Companies, with the following supporting documentation: (i) a copy of each invoice for completed work and other documents necessary to demonstrate that such amounts were actually paid, including, without limitation, final lien waivers signed by the genei al contractor or appropriate subcontractors; (ii) a copy of each City permit issued for such work and City - issued "pass" inspections for such work; (iii) documentation to show compliance with the M/WBE Bidding Process for such work; and (iv) any other documents or records reasonably necessary to verify Construction Costs expended for such work or with Fort Worth Certified M/WBE Companies for such work or to otherwise comply with the Grant Agreement. Page 3 Economic Development Program Agreement between City of Fort Worth, Empire Texas Equities, Ltd. and Sun Valley Industrial Park, L.P. Completion Deadline means September 15, 2013. Notwithstanding anything contained herein to the contrary, the Completion Deadline may not be extended beyond September 15, 2013, regardless of whether on account of any event or events of Force Majeure, unless HUD provides written authorization for the City to use funds from the Grants, as hereinafter defined, after September 15, 2013, in which case the Completion Deadline may be extended by the aggregate number of days comprising the event or events of Force Majeure up to a date not later than thirty (30) calendar days prior to the deadline established by HUD in such written authorization. Construction Costs means (i) site development costs; actual construction costs, including contractor fees and the costs of construction supplies and materials; tenant improvements; engineering fees, architectural fees, and other professional, development, and permitting fees, all of which are expended directly on those EDI Grant Improvements set forth in Exhibit "B" and connected with the construction of two buildings on the Land, and as verified by the Director following receipt in accordance with Section 5 of this Agreement of Complete Documentation for the EDI Grant Improvements in question, and, (ii) actual construction costs, including contractor fees and the costs of construction supplies and materials; engineering fees, architectural fees, and other professional, development, and permitting fees expended directly on those EDI Grant Improvements set forth in Exhibit "B" and connected with the construction of the two buildings on the Land, as verified by the Director in following receipt in accordance with Section 5 of this Agreement of Complete Documentation for the EDI Grant Improvements in question. Construction Costs specifically exclude any Land acquisition costs or rents and costs for provision of security. Notwithstanding anything contained herein to the contrary, for purposes of the Program Grants payable pursuant to this Agreement, those Construction Costs associated with management, administration, and project delivery may be capped, as more specifically set forth in Section 5.5 hereof. Director means the director of the City's Housing and Economic Development Department or authorized designee. EDI Grant Funds means the $346,500.00 granted by HUD pursuant to and in accordance with the EDI Grant Agreement. A. EDI Grant Improvements has the meaning ascribed to it in Recital Effective Date has the meaning ascribed to it in Section 3. Employment Goal has the meaning ascribed to it in Section 4.4. Page 4 Economic Development Program Agreement between City of Fort Worth, Empire Texas Equities, Ltd. and Sun Valley Industrial Park, L.P. 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 EDI Grant Improvements or inspection of any of the EDI Grant Improvements (taking into account the City's then -current workload with respect to the issuance of permits or the conducting of inspections), but will not include construction delays resulting from purely financial matters involving any entity, including, but not limited to, Developer, such as, without limitation, delays in the obtaining of adequate financing. Fort Worth Certified M/WBE Company means a business diversity 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 its principal offices 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. 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 has the meaning ascribed to it in Recital D HUD means the U.S. Department of Housing and Urban Development. Infrastructure means that infrastructure comprising a portion of the EDI Grant Improvements, as more specifically defined and outlined in Section 4.1.1. 4.2. 4.2. Land has the meaning ascribed to it in Recital A. M/WBE Bidding Process has the meaning ascribed to it in Section M/WBE Construction Goal has the meaning ascribed to it in Section Program means the economic development program authorized by Chapter 380 of the Texas Local Government Code and established and outhned in this Agreement. Program Grant means an economic development grant paid by the City to Owner as part of the Program. Page 5 Economic Development Program Agreement between City of Fort Worth, Empire Texas Equities, Ltd. and Sun Valley Industrial Park, L.P. Records means all financial and business records of Developer or provided to Developer that relate to the EDI Grant Improvements or that contain information necessary for the Director to calculate or verify Developer's compliance with this Agreement. 3. TERM. This Agreement will be effective as of the date of execution by both parties (the "Effective Date") and, subject to Sections 4 1.1, 4.1.2, 4.5.3, and 4 7, will expire on the date as of which the City has paid Owner all Program Grants owed by the City pursuant to and in accordance with this Agreement, unless terminated earlier as provided by and in accordance with this Agreement ("Term"). 4. DEVELOPER'S OBLIGATIONS. 4.1. Improvements to the Land. 4.1.1. Infrastructure Improvements. In conjunction with financing provided by Owner, Developer will expend at least One Million Five Hundred Thirty-nine Thousand Six Hundred Dollars ($1,539,600.00) in Construction Costs for construction and installation of all the infrastructure set forth in Exhibit "B' to serve twenty-eight (28) lots on the Land, as more specifically depicted in the map attached to Exhibit "A" (the "Infrastructure"). The Infrastructure shall be deemed complete on the date as of which the City has accepted such Infrastructure pursuant to and in accordance with any Community Facihties Agreement or other written agreement governing the installation of such Infrastructure between the City and Developer or Developer's general contractor. The Infrastructure must be completed in its entirety on or before the Completion Deadline. 4.1.2. Construction of the Industrial Use Buildings. In conjunction with financing provided by Owner, Developer will expend at least One Million Seven Hundred Thousand Dollars ($1, 700, 000.00) in Constiuction Costs for construction on the Land of two (2) industrial -use buildings of, collectively, at least Twenty-five Thousand (25,000) square feet Page 6 Economic Development Program Agreement between City of Fort Worth, Empire Texas Equities, Ltd. and Sun Valley Industrial Park, L.P. (the "Buildings") that Developer will own and use. A temporary certificate of occupancy for at least Twenty-five Thousand (25,000) square feet of space within the Buildings must have been issued by the City on or before the Completion Deadhne. 4.2. M/WBE Construction Spending Goal. The City hereby establishes as a goal that twenty-five percent (25%) of all Construction Costs for the EDI Grant Improvements will be expended with Fort Worth Certified M/WBE Companies (the "M/WBE Construction Goal"), and Developer hereby agrees to use commercially reasonable efforts to meet the M/WBE Construction Goal and to comply with this Section 4.2 in attempting to meet the M/WBE Construction Goal. Developer shall coordinate all procurement and construction activities associated with the EDI Improvements through the City's M/WBE Office and shall follow the procedures and comply with the requirements of the City s BDE Ordinance (Ordinance No. 20020-12-2011) and the process outlined in Exhibit "C" (the "M/WBE Bidding Process' ), attached hereto and hereby made a part of this Agreement for all purposes. Developer shall require compliance with this Section 4.2 and the M/WBE Bidding Process in any contract that Developer enters into for construction of any EDI Grant Improvements. If Developer fails to meet the M/WBE Construction Goal, such failure will not constitute an event of default under this Agreement or cause a reduction to the amount of the Program Grants that the City may be obligated to pay Developer hereunder, but Developer shall supply the Director with all documentation required by the City's BDE Ordinance and all documentation necessary to demonstrate compliance with the M/WBE Bidding Process to evidence Developer's attempts to meet the M/WBE Construction Goal. In undertaking the EDI Grant Improvements, Developer further agrees to comply with Title 24, Section 85.36(e) of the Code of Federal Regulations (relating to contracting efforts with small and minority firms, women's business enterprise and labor surplus area films). 4.3. Requirements Pertaining to EDI Grant Improvements. Developer understands and agrees that the Grant Agreement govern the City's use of the EDI Grant Funds. The Grant Agreement incorporates, among other things, the requirements of Title 24, Part 85 of the Code of Federal Regulations Developer agrees to cooperate with the City and comply with all reasonable requests of the City as necessary to assist the City in its full compliance with the Grant Page 7 Economic Development Program Agreement between City of Fort Worth, Empire Texas Equities, Ltd. and Sun Valley Industrial Park, L.P. 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 Giant Agreement. Contractors performing construction work on the EDI Grant Improvements will be retained pursuant to a competitive sealed bidding procedure that complies with the process outhned 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(11) (currently set at $100,000.00) and that Developer intends to count as Construction Costs for the EDI Grant Improvements will 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 Director with a copy of each bid, request for proposal, 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. Employment Goal. Developer will use commercially reasonable efforts to ensure, but does not guarantee, that at least five (5) Full-time Jobs provided and filled on the Land are held by individuals residing within the corporate limits of the City (the "Employment Goal") but will not be required to violate any labor laws or discrimination laws in order to achieve such Employment Goal Failure to meet the Employment Goal will not constitute an event of default under this Agreement or cause a reduction to the amount of the Program Grants that the City is obligated to pay Developer hereunder. 4.5. Reports. 4.5.1. Monthly Construction Spending Reports. From the Effective Date until the Completion Deadline, Developer will provide the City with a monthly report in a form reasonably acceptable to the City that specifically outlines the then-curzent aggregate Construction Costs expended by or on behalf of Developer for the EDI Grant Improvements, including a breakdown of those Construction Costs expended with Fort Page 8 Economic Development Program Agreement between City of Fort Worth, Empire Texas Equities, Ltd. and Sun Valley Industrial Park, L.P. Worth Certified M/WBE Companies, all of which will be organized by line item in accordance with Exhibit ` 3' hereof. 4.5.2. Employment Reports. Developer shall provide the City with a report on or before February 1 of 2014 that outlines the number of Full-time Jobs provided and filled by Developer on the Land during the previous calendar year that were held by individuals residing within the corporate limits of the City If Developer fails to timely provide any such ieport, the City will notify Developer in writing and Developer will provide such ieport within thirty (30) calendar days following the date of receipt of the written notice. Notwithstanding anything contained herein to the contrary, because it is anticipated that all Program Grants owed by the City to Developer will have been paid prior to the due date of the first report, the parties agree that the sole and exclusive remedy for failure to provide any report required by this Section 4.5.3 will be specific performance by Developer. Unless this Agreement is terminated by the City pursuant to Section 6.1, this Section 4 5 2 shall survive termination or expiration of this Agreement. 4.5.3. Other Reports; Mutual Cooperation. Developer shall 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 or that is necessary to assist the City in demonstrating compliance with the Grant Agreement to HUD Developer and the City agree to cooperate with one another in good faith and to work diligently in effectuating the terms and conditions of this Agreement. 4.6. Inspection of Land and Improvements. Following reasonable advance notice to Developer, the City shall have, and Developer shall provide or cause to be provided, reasonable access to the Land and any improvements thereon during usual business hours during the Term, in order for the City to inspect the Land and evaluate the EDI Grant Improvements to ensure compliance with the terms and conditions of this Agreement. Developer shall cooperate fully with the City during any such inspection and/or evaluation. Notwithstanding the foregoing, Developer will have the right to require that any representative of the City be escorted by Developer's designated personnel while on the Land. Page 9 Economic Development Program Agreement between City of Fort Worth, Empire Texas Equities, Ltd. and Sun Valley Industrial Park, L.P. 4.7. Audits. The City shall have the right to audit Developer's records pertaining to the Land and the EDI Grant Impiovements and the uses thereon or therein (collectively, `Records") at any time during normal business hours during the Term and for three (3) years thereafter in order to ensure compliance with this Agreement Developer shall make all such Records available to the City on the Land or at another location in the City following reasonable advance notice by the City and Developer shall otherwise cooperate fully with the City during any audit. This Section 4.7 shall survive the termination or expiration of this Agreement. 5. PROGRAM GRANTS. If Developer completes all EDI Grant Improvements on or before the Completion Deadline and otherwise in accordance with this Agreement, Developer will be eligible to receive the Program Grant, as follows: 5.1. Prereauisites and Process. Provided that on or before the Completion Deadline Developer submits to the Director (i) copies of any documents or other written documentation evidencing the City's acceptance of the Infrastructure; (ii) Complete Documentation with respect to all EDI Grant Improvements ; and (iii) a copy of a temporary or final certificate or certificates of occupancy for the entirety of the Buildings, within fifteen (15) calendar days following the date of receipt of all such information the City will pay Owner, as the entity that financed the cost of the EDI Grant Improvements, the Program Grant of Three Hundred Forty-six Thousand Five Hundred Dollars ($346,500.00). 5.2. Source of Program Grants; Program Cap; and Allocation Limitations. Notwithstanding anything contained herein to the contrary, it is understood and agreed that the amount of the Program Grant paid pursuant to this Agreement will come exclusively from currently available general revenues of the City and will be paid only in accordance with and subject to the terms and conditions of the Grant Agreement. In no event will more than twenty percent (20%) of the Program Grant paid hereunder be based, collectively, on the following Page 10 Economic Development Program Agreement between City of Fort Worth, Empire Texas Equities, Ltd. and Sun Valley Industrial Park, L.P. types of Construction Costs associated with the implementation, management, construction, and delivery of the EDI Grant Improvements: financing fees and costs, general expenses, taxes, and insurance; development and construction management fees and costs; architectural fees and costs; engineering fees and costs; surveying and appraisal fees and costs; legal, accounting, and other professional fees and costs; on -site services such as utilities; and any other soft costs of these types as identified by HUD 6. DEFAULT AND TERMINATION. 6.1. Failure to Complete any EDI Grant Improvements. If the City determines that EDI Grant Improvements were not substantially completed by the Completion Deadline, the City will have the right to terminate this Agreement effective immediately upon providing to Developer and Owner written notice of such intent 6.2. Failure to Submit Reports. If Developer fails to submit any report required by Sections 4.5.1 or 4.5 3, the City shall notify Developer in writing and Developer shall have thirty (30) calendar days from the date of receipt of the written notice or until September 15, 2013, whichever date is earlier, to submit any such report to the City. If Developer fails to submit any such report within such time, the City will have the right to terminate this Agreement effective immediately upon provision to Developer and Owner of written notice of such intent. Notwithstanding anything contained herein to the contrary, the City will not be required to pay any Program Grant during the time that a report required by Sections 4.5.1 or 4.5.3 is past due. 6.3. In General. Subject to Sections 6.1 and 6.2 and unless specifically provided otherwise in this Agreement, Developer will be in default under this Agreement if Developer breaches any term or condition of this Agreement. If such a breach remains uncured after thirty (30) calendar days following the date of receipt of written notice by the City referencing this Agreement, with a copy to Owner (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 Page 11 Economic Development Piogram Agreement between City of Fort Worth, Empire Texas Equities, Ltd. and Sun Valley Industrial Park, L.P. necessary to effect cure, as determined by both parties mutually and in good faith), the City shall have the right to terminate this Agreement effective immediately upon provision of written notice of such intent to Developer and Owner. Owner will be in default under this Agreement if Owner breaches any term or condition of this Agreement. If such a breach remains uncured after thirty (30) calendar days following the date of receipt of written notice by the City referencing this Agreement, with a copy to Developer (or, if Owner 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 effective immediately upon provision of written notice of such intent to Owner and Developer. 6.4. By Mutual Agreement. The parties mutually may terminate this Agreement at any time by written agreement. 6.5. Knowing Employment of Undocumented Workers. Owner acknowledges that effective September 1, 2007, the City is required to comply with Chapter 2264 of the Texas Government Code, enacted by House Bill 1196 (80th Texas Legislature), which relates to restrictions on the use of certain public subsidies. Owner hereby certifies that Owner, and any braches, divisions, or departments of Owner, does not and will not knowingly employ an undocumented worker, as that term is defined by Section 2264.001(4) of the Texas Government Code. In the event that Owner, or any branch, division, or department of Owner, is convicted of a violation under 8 U.S.C. Section 1324(a)(f) (relating to federal criminal penalties and injunctions for a pattern or practice of employing unauthorized aliens), Owner shall repay, within one hundred (120) calendar days following receipt of written demand from the City, the aggregate amount of Program Grants received by Owner hereunder, if any, plus Simple Interest of four percent (4%) per annum. For purposes of this Section 6.5, "Simple Interest" is defined as a rate of interest applied only to an original value, in this case the aggregate amount of Program Grants received by Owner hereunder. This rate of interest can be applied each year, but will apply only to the Page 12 Economic Development Program Agreement between City of Fort Worth, Empire Texas Equities, Ltd. and Sun Valley Industrial Park, L.P. aggregate amount of Program Grants received and is not applied to interest calculated. For example, if the aggregate amount Program Grants received by Owner hereunder is $10,000.00 and it is required to be paid back with four percent (4%) interest five years later, the total amount would be $10, 000.00 + [5 x ($10, 000.00 x 0.04)], which is $12,000.00. This Section 6.5 does not apply to convictions of any subsidiary or affiliate entity of Owner, by any franchisees of Owner, or by a person or entity with whom Owner contracts. Notwithstanding anything to the contrary herein, this Section 6.5 shall survive the expii ation or termination of this Agreement. 7 INDEPENDENT CONTRACTOR. It is expressly understood and agreed that Developer and Owner shall operate as independent contractors in each and every respect hereunder and not as agents, representatives or employees of the City and any dispute regarding the interpretation of this Agreement will be resolved in a manner consistent with maintaining Developer's and Owner's role as independent contractors Developer and Ownei will have the exclusive right to control all details and respective day-to-day operations relative to the Land and the EDI Grant Improvements and will be solely responsible for the acts and omissions of their officers, agents, servants, employees, contractors, subcontractors, licensees, and invitees Developer and Owner acknowledge that the doctrine of respondeat superior will not apply as between City and Developer or Owner, and their officers, agents, servants, employees, contractors, subcontractors, licensees and invitees Developer and Owner further agree that nothing in this Agreement will be construed as the creation of a partnership or joint enterprise between City and Developer or the City and Owner. 8. 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 KIND, INCLUDING, BUT NOT LIMITED TO, THOSE FOR PROPERTY DAMAGE 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 Page 13 Economic Development Program Agreement between City of Fort Worth, Empire Texas Equities, Ltd. and Sun Valley Industrial Park, L.P. 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 EDI GRANT 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 WILL NOT APPLY TO ANY LIABILITY RESULTING FROM THE SOLE NEGLIGENCE OF THE CITY OR ITS OFFICERS, AGENTS, OR EMPLOYEES, AND IN THE EVENT OF JOINT AND CONCURRENT NEGLIGENCE OF BOTH DEVELOPER AND CITY, RESPONSIBILITY, IF ANY, WILL BE APPORTIONED COMPARATIVELY IN ACCORDANCE WITH THE LAWS OF THE S TATE OF TEXAS. OWNER 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 KIND, INCLUDING, BUT NOT LIMITED TO, THOSE FOR PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO OWNER'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 O F ANY OF THE TERMS OR PROVISIONS OF THIS AGREEMENT O R (ii) ANY NEGLIGENT ACT OR OMISSION OR INTENTIONAL MISCONDUCT OF OWNER, ITS OFFICERS, AGENTS, ASSOCIATES, EMPLOYEES, CONTRACTORS (OTHER THAN THE CITY) OR S UBCONTRACTORS, RELATED TO THE LAND, THE EDI GRANT 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 WILL NOT APPLY TO ANY LIABILITY RESULTING FROM THE SOLE NEGLIGENCE OF THE CITY OR ITS OFFICERS, AGENTS, OR EMPLOYEES, AND IN THE EVENT OF JOINT AND CONCURRENT NEGLIGENCE OF BOTH DEVELOPER AND CITY, RESPONSIBILITY, IF ANY, WILL BE APPORTIONED COMPARATIVELY IN ACCORDANCE WITH THE LAWS OF THE S TATE OF TEXAS. Page 14 Economic Development Program Agreement between City of Fort Worth, Empire Texas Equities, Ltd. and Sun Valley Industrial Park, L P 9. NOTICES. All written notices called for or required by this Agreement must 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: Attn: Director Housing and Economic Dev. Dept. 1000 Throckmorton St. Fort Worth, TX 76102 Phone: 817-392-6103 with a copy to: Attn: City Attorney City Attorney's Office 1000 Throckmorton St. Fort Worth, TX 76102 Owner: At Sun ley Industrial Park, L.P. Develo..er: E ire eras Equities, Ltd. 5301 Sun Valley Drive Fort Worth, TX 76119 Phone: 817-572-2250 J. Walker Holland Holland, Johns & Penny, L.L.P. 306 W. 7th Street, Suite 500 Fort Worth, TX 76102-4982 10. ASSIGNMENT AND SUCCESSORS. Developer and Owner may not assign, transfer, or otherwise convey any of their rights and obligations under this Agreement to another party without the written consent of the City, which consent may not unreasonably be withheld, delayed, or 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 or Owner, as the case may be, under this Agreement. Any lawful assignee or successor in interest of Developer under this Agreement will be deemed the "Developer" for all purposes under this Agreement, and any lawful assignee or successor in interest of Owner under this Agreement will be deemed the "Owner" for all purposes under this Agreement. Page 15 Economic Development Program Agreement between City of Fort Worth, Empire Texas Equities, Ltd. and Sun Valley Industrial Park, L P. 11. COMPLIANCE WITH LAWS, ORDINANCES, RULES AND REGULATIONS. This Agreement is subject to, and the parties 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. 12. GOVERNMENTAL POWERS. It is understood that by execution of this Agreement, the City does not waive or surrender any of it governmental powers 13. 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. 14. 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 will be construed in accordance with the laws of the State of Texas. 15. NO THIRD PARTY RIGHTS. THE PROVISIONS AND CONDITIONS OF THIS AGREEMENT ARE SOLELY FOR THE BENEFIT OF THE CITY, DEVELOPER AND OWNER AND ANY LAWFUL ASSIGN OR SUCCESSOR OF DEVELOPER OR OWNER, AND ARE NOT INTENDED TO CREATE ANY RIGHTS, CONTRACTUAL OR OTHERWISE, TO ANY OTHER PERSON OR ENTITY, INCLUDING TO ANY PERSONS OR ENTITIES CONTRACTING OR PARTNERING WITH DEVELOPER TO CONSTRUCT THE EDI GRANT IMPROVEMENTS. Page 16 Economic Development Piogram Agreement between City of Fort Worth, Empire Texas Equities, Ltd. and Sun Valley Industrial Park, L.P. 16. FORCE MAJEURE. Subject to the definition of "Completion Deadline" in Section 2, it is expressly understood and agreed by the parties 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. 17. INTERPRETATION. In the event of any dispute over the meaning or application of any provision of this Agreement, it is the interest of the parties that this Agreement will be interpreted fairly and reasonably, and neither more strongly for or against either party, regardless of the actual drafter of this Agreement. 18. CAPTIONS. Captions and headings used in this Agreement are for reference purposes only and will not be deemed a part of this Agreement. 19. ENTIRETY OF AGREEMENT; AMENDMENT. This Agreement, including any exhibits attached hereto and any documents incorporated herein by reference, contains the entire understanding and agreement between the City, Developer and Owner 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. Page 17 Economic Development Program Agreement between City of Fort Worth, Empire Texas Equities, Ltd. and Sun Valley Industrial Park, L.P. 20. COUNTERPARTS. This Agreement may be executed in multiple counterparts, each of which will be considered an original, but all of which will constitute one instrument; but in making proof of this Agreement it will not be necessary to produce or account for more than one such counterpart. This Agreement becomes effective when one or more of the counterparts has been signed by each of the parties and dehvered to the other party. By signing this Agreement, each party acknowledges that such party has received a duplicate original of this Agreement. EXECUTED as of the last date indicated below: CITY OF FORT WORTH APPROVED AS TO FORM AND LEGALITY: a D By. �%Ni�MClaw .I.)y. ettel17-1 Fernando Costa Assistant City Manager Date: 9/o AR ATTEST: By: Peter Vaky Deputy City Attorney M & C: G-17606 6-12-12 FOLcvv)4,7,2,, icy °ooa000 006e,v.* PLCde % (.1)). % Or I j'/^'r,- r 0 0 o 7/ 0 0 o ' 000 Page 18 Economic Development Program Agreement between City of Fort Worth, Empire Texas Equities, Ltd. and Sun Valley Industrial Park, L P. EMPIRE TEXAS EQUITIES, LTD., a Texas limited partnership By: McGlothlin Equities, L.L.C., a Texas limited liability company and its Ge eral Partner ra McGlothlin Manager Date: Q/C , 2012 SUN VALLEY INDUSTRIAL PARK, L.P., a Texas limited partnership: By: McGlothlin Equities, L.L.C., a Texas limited liability company and its Ge eral Partner By ra McGlothlin Manager Date: qk 1 , 2012 Page 19 Economic Development Program Agreement between City of Fort Worth, Empire Texas Equities, Ltd. and Sun Valley Industrial Park, L P. EXHIBITS A - Depiction/Description of the Land B - Description of EDI Grant Improvements C - M/WBE Bidding Process Economic Development Program Agreement between City of Fort Worth, Empire Texas Equities, Ltd. and Sun Valley Industrial Park, L P Exhibit A Depiction/Description of the Land EXHIBIT A LOTS 1-28, BLOCK 1 SUN VALLEY INDUSTRIAL PARK AF RI,.L I MAY FRUIT NC CE`.1R AL TEX:•.S, .OUNC OOvt4NM NTH, 2000 Tri Of SO Engineering, Inc. t d iC /?f /ba :,, Site Development EngineeringL. PO Ocx t 37 .\ndt,, X a a5 •155t ci Icsr) 1t14t10. Fair 0171 t81S01S Ce 1 rift i1 frail Pc Exhibit "A" Economic Development Piogram Agreement between City of Fort Worth, Empire Texas Equities, Ltd. and Sun Valley Industrial Park, L.P. WAD* YID 474tr:u 1TC1 'At KR'lir i ristN n. ISKABFE.,4 Ak nktS a.rim" .......-.. ;f :. - c zttt 'rament41it• 1_• .iali =�: xa:;srr� 111 -.Sn.. ir o4arcc tin sea' 11thfl UZIMe it` maim untsirsvlrarez !tt'.afar •it iSSIS SS/ It IS VI •+C+E *l, a .:4 SO Engineering, inc. a.r.-r.—...iim-w ..::l�- Exhibit "A" Economic Development Piogram Agreement between City of Fort Worth, Empire Texas Equities, Ltd. and Sun Valley Industrial Park, L.P. Exhibit B Description of EDI Grant Improvements See attached HUD -approved project scope and budget a depiction and listing of infrastructure to be completed. Exhibit `B" Economic Development Program Agreement between City of Fort Worth, Empire Texas Equities, Ltd. and Sun Valley Industrial Park, L.P. Sun Valley Industrial Park Development Project Description MARCH 2012 During fiscal year 2005, Congress appropriated an Economic Development Initiative -Special Purpose Grant (EDI) in the amount of $346,500 to the City of Fort Worth (City) for its Central City Revitalization Initiative. City staff recommended the Sun Valley Industrial Park Redevelopment Project (Project) for the use of EDI funds. City Council authorized the application to use EDI funds for the Project through Mayor and Council Communication N2 G-16133 on May 13, 2008. The Sun Valley Industrial Park is approximately 24.2 acres of undeveloped land located in southeast Fort Worth and is situated near Interstate 20, State Highway 287, and South 820 Loop. It is located within the Central City boundary Adjacent to the Project are several industrial and service industry businesses that each approximately generates 20 to 25 jobs per firm. The Project's developer is Empire Texas Equities (Developer). The development firm principals are also partners in a successful Minority / Women Business Enterprise (MIWBE) company. This MIWBE firm generates about 160 jobs adjacent to the Project property. The Developer has been in the Project area for nearly twenty years and has plans to expand their operations to the project site. The Developer has recently produced this type of construction project with great success. The Project consists two Phases. Phase one will be the construction of all infrastructure to serve 28 lots and construction of minimum of 25,000 square feet and maximum of 60,000 square feet in at consisting of least two industrial buildings. Phase two will consist of the construction of industrial use buildings on remaining vacant lots after phase one is complete. The construction of both the infrastructure and industrial use buildings will take place on 24.2 acres of undeveloped land broken into twenty eight lots (Please see corresponding table and mockup on Attachment s A & B) The estimated cost for the Project's infrastructure construction including design and city fees is $1.7 Million. The infrastructure includes water, sanitary sewer, storm drain, and street paving. The construction of the Phase One industrial use buildings will allow the nearby businesses to expand their operations. These buildings will have office spaces, lot paving, and fencing. A minimum total of 25 000 square feet of industrial use buildings are scheduled to be completed in phase one by July 2013 The estimated cost of construction for the 25,000 square feet of at least two industrial use buildings is $1.7 Millon. (Please see corresponding table on Attachment C) The developer, Empire Texas Equities has committed to invest at least $3,400,000 and build 25,000 square feet in at least two industrial use buildings with certificates of occupancy issued by July 1, 2013. In return the city commits to reimbursing Empire Texas equities in the amount of $346,500. The Developer estimates that the industrial use buildings will be leased within three to nine months with firms in the construction and gas drilling industries Grant funds no greater than $346,500 for all EDI eligible expenses will be disbursed to Developer upon receipt of City issued Certificates of Occupancy for the industrial use building(s). Exhibit `B" Economic Development Program Agreement between City of Fort Worth, Empire Texas Equities, Ltd. and Sun Valley Industrial Park, L.P. ATTACHMENT A Sun Valley Industrial Park Development Lot Breakdown MARCH 2012 LOT NUMBER 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Right Of Way (streets) Total LOT SIZE (ACRES) 0.789 0.79 0.79 0.528 0.529 0.512 0.748 0.776 0.539 0.551 0.55 0.55 0.551 0.534 0.775 0.769 0.533 0.551 0.55 0.546 0.551 0.532 0.769 4.598 0.532 0.551 0.55 0.965 2.689 24.198 LOT SIZE (SF) 34,369 34,412 34,412 23,000 23,043 22,303 32,583 33,803 23,479 24,002 23,958 23,958 24,002 23,261 33,759 33,498 23,217 24,002 23,958 23,784 24,002 23,174 33,498 200,289 23,174 24,002 23,958 42,035 117,133 1,054,065 1 INTENDED USAGE Industrial Building Industrial Building Industrial Building Industrial Building Industrial Building Industrial Building Industrial Building Industrial Building Industrial Building Industrial Building Industrial Building Industrial Building Industrial Building Industrial Building Industrial Building Industrial Building Industrial Building Industrial Building Industrial Building Industrial Building Industrial Building Industrial Building Industrial Building Future Empire Roofing Expansion Industrial Building Industrial Building Industrial Building Storage Lot Streets Exhibit "B" Economic Development Program Agreement between City of Fort Worth, Empire Texas Equities, Ltd. and Sun Valley Industrial Park, L.P. ATTACHMENT B Sun Valley Industrial Park Development Project Mockup (Lot #'s correspond with Attachment A) MARCH 2012 It Tit -ta.i KK Yl 1 T� x it i= k i At d~tIF + _......r -. - ..... WT...__---.- �•TT-T-aov..--LOC - .ia - ...• ¢ 6 kklTh 6: it 2F n III I I R ` it Yet 2+ I isc to OLR,L r P.n. taTic /.'r C i.a.1auat 1 acett lixrayi vat ,a,t4n cii1Z "I r r I r• H i� "ran] eta 11" 1" _m+x.l--R--- I ;i-4+3 e 1 J lit /6 :41 i kI Se tg I; ^-----------111 11 II II WY Cat at 4 IfI .I` I�•.• M. It 1 A1F s. • WO G ki v . r fig? I L--J i ` r. 1..w.1: RI aoea � �« { _anla 1 Al IF. rain «.. ,. , 8i zt, o `Pr. 4 Th 4 o JI 4 i& Litt COOT 2494.01101 ut One — __ -"R !t'R2.4 ua &oat ow 122112 IVL • reir 'CI 11211022/42 t t Exhibit `B" Economic Development Program Agreement between City of Fort Worth, Empire Texas Equities, Ltd. and Sun Valley Industrial Park, L.P. ATTACHMENT C Sun Valley Industrial Park Development Project Budget MARCH 2012 DESIGN Preliminary Plat Zoning Final Plat Community Facilities Agreement Design Survey Engineering Design Construction Survey Total Design FEES Preliminary Plat Urban Forestry Permits Final Plat Community Facilities Agreement Construction Inspections Total foes INFRASTRUCTURE Water Sanitary Sewer Storm Drain Paving Excavation / Grading Street Lights / Street Signs Miscellaneous Total Construction BUILDING CONSTRUCTION 25,000 SF (at least 2 buildings) Total Building Construction TOTAL Grand Total I EDI Grant Reimbursement Net Private Investment Net Private Investment / EDI Ratio -1 $2,500.001 $0.00 I $1,800.00 $0.00 $3,500.00 $52,200.00 $30,000.00 $90,000.00 $700.00 $3,400.00 $800,00 $500,00 $65,000.00 $70,400.00 $222,000.00 $180,000,00 $267,000.00 $545,600.00 $96,500.00 $20,500.00 $208,000.00 $1,539,600.00 $1,700,000.00 $1,700,000,00 $3,400,000.00 $346,500 $3,053,500,00 8,81 : 1 *All EDI Funds will be reimbursed for building construction expenses. Exhibit "B" Economic Development Program Agreement between City of Fort Worth, Empire Texas Equities, Ltd. and Sun Valley Industrial Park, L.P. 51t 10 EXHIBIT B 24 BLOCK 1 LOTS 1--28, BLOCK 1 SUN VALLEY INDUSTRIAL PARK / O&M IMOCIMILIIS Mona 23 22 21 20 28 S` 1 sLUtmsoe RL SD Engineering, Inc. Site Development Engineering PG Sex 1357 Afado, TX 76008-1367 (817) 4414400 Fax (817) 4414085 TEXAS REGISTERED ENGINEERING FIRM F47643 TEXAS REGISTERED SURVEYING FIRM 10085600 Exhibit `B" Economic Development Program Agreement between City of Fort Worth, Empire Texas Equities, Ltd. and Sun Valley Industrial Park, L.P. SUN VALLEY INDUSTRIAL PARK INFRASTRUCTURE IMPROVEMENTS Sun Valley Industrial Park infrastructure improvements consists of 3 street extensions In to the site; Kaltenbrun Road, Sun Valley Drive, and Vesta Farley Road. Improvements within these streets include 12" water line extensions, 8' sewer line extensions, 40' wide concrete street with concrete curb, concrete drainage flumes (outside of the street rights -of -way), and street lights. These street improvements are listed for each individual street below. Kaltenbrun Road 478 feet of 12" water line extension with fire hydrant and water service to each lot. 421 feet of 8" sanitary sewer line extension with service to each lot. 318 feet of 40' wide concrete street with a 100' diameter concrete cul-de-sac. 2 street lights and 1 stop sign. 754 feet of 40' wide concrete flume (outside of street right-of-way). Sun Valley Drive 485 feet of 12" water line extension with fire hydrant and water service to each lot. 740 feet of 8" sanitary sewer line extension with service to each lot. 320 feet of 40' wide concrete street with a 100' diameter concrete cul-de-sac. 2 street lights and one 1 stop sign. 470 feet of 20' wide concrete flume (outside of street right-of-way). Vesta Farley Road 478 feet of 12" water line extension with fire hydrant and water service to each lot. 518 feet of 8" sanitary sewer line extension with service to each lot. 321 feet of 40' wide concrete street with a 100' diameter concrete cul-de-sac. 2 street lights and 1 stop sign. 543 feet of 20' wide concrete flume (outside of street right-of-way). Marie Jones Road (border street) 1606 feet of 12" water line extension. David Strickland Road (border street) SOS feet of 8" sanitary sewer line extension with service to each lot. Exhibit "B" Economic Development Program Agreement between City of Fort Worth, Empire Texas Equities, Ltd. and Sun Valley Industrial Park, L.P. Exhibit "C" M/WBE Biddintz Process Business Diversity Enterprise Provisions: All bidders shall note that it is the policy of the City of Fort Worth and the U S Department of Housing and Urban Development (HUD) to ensure the full and equitable participation of Disadvantaged / Minority and Women Business Enterpiises (M/WBE) in the procurement of services with a fee of $50,000 or more by establishing an M/WBE goal. On this project, the M/WBE goal is 25%. Of that 25% MWBE goal, 10% participation is to come from Fort Worth MWBE firms. The M/WBE participation information will be submitted with the bid and shall include: (1) the name, address and telephone number of each M/WBE firm (2) the description of the work to be performed by each M/WBE; and the approximate dollar amount/percentage of the work will be to the total dollars bid. The M/WBE firm(s) must be located in the City's geographic marketplace defined as the counties of Tarrant, Dallas, plus Denton, Johnson Parker and Wise which reflect counties into which the geographical boundaries of the City of Fort Worth extend. The M/WBE firm(s) must also be currently certified as such or in the process of being certified by the North Central Texas Regional Certification Agency (NCTRCA). If you failed to meet the stated M/WBE goal, in part or in whole, then a detailed explanation must be submitted to explain the Good and Honest Efforts your firm put forth to achieve the goal. Good Faith Efforts must include but are not limited to: • obtaining a listing of current M/WBE firms from the of City of Fort Worth website www fortworthgov.org/applications/mwbe_siccode/, and ❖ submission of the list of M/WBE firms contacted by at least two (2) of the four (4) following methods: mail, electronic mail, telephone, and fax; ❖ contact with the DBEs should be timely (ample time to allow the DBEs to secure plans and submit a bid) Failure to submit the M/WBE participation information or the detailed explanation of the bidder's Good and Honest Efforts to meet or exceed the stated M/WBE goal, may render the bid non -responsive. The M/WBE utilization will be part of the final selection criteria. In our contract please include the following: Exhibit "C" Economic Development Program Agreement between City of Fort Worth, Empire Texas Equities, Ltd. and Sun Valley Industrial Park, L.P. 1) Insert advertising data to include the following special instructions to bidders: • Bid submittal deadline date including date, time, and location • Bid opening date, time, and location • Construction documents may be reviewed at address, time frame, telephone number, and contact person • M/WBE goal 3) Bid opening date may not occur before the 1 lth work day after submittal deadline date. o For Example: February 1 and 8, 2012 bids are placed in the newspaper. The earliest submittal deadline is February 15, 2012. Bid opening may also occur as early as February 15, 2012. • Bids will be presented to the public on two consecutive weeks in a major local daily news publication Exhibit "C' Economic Development Program Agreement between City of Fort Worth, Empire Texas Equities, Ltd. and Sun Valley Industrial Park, L.P. M&C - Council Agenda Page 1 of 2 City of Fort Worth, Texas Mayor and Council Communication COUNCIL ACTION: Approved on 6/12/2012 DATE: Tuesday, June 12, 2012 LOG NAME• 17SUNVALLEYINDUSTRIALPARK_REVISED SUBJECT: Authorize Execution of Economic Development Program Agreement with Empire Texas Equities, Ltd., for the Development of Industrial -Use Buildings at the Sun Valley Industrial Park Using Federal Grant Funds in the Amount of $346,500 00 (COUNCIL DISTRICT 5) REFERENCE NO.: **G-17606 RECOMMENDATION. It is recommended that the City Council: 1. Authorize the execution of an Economic Development Program Agreement with Empire Texas Equities, Ltd., for the development of industrial -use buildings in the Sun Valley Industrial Park using federal grant funds in the amount of $346 500 00; and 2. Find the terms and conditions of the Economic Development Program Agreement, as outlined below, constitute a custom -designed economic development program as outlined in the 2011 Comprehensive Plan and as authorized by Chapter 380 of the Texas Local Government Code DISCUSSION: On May 13, 2008, (M&C G-16133) the City Council authorized the acceptance and execution of a contract for an Economic Development Initiative (EDI) - Special Purpose Grant in the amount of $346,500.00 from the United States Department of Housing and Urban Development (HUD) The EDI funds were awarded to be used for the development of portions of the Sun Valley Industrial Park located within the Central City in southeast Fort Worth. The project will provide additional industrial and job creation opportunities to the Central City. Empire Texas Equities, Ltd. (Developer), has submitted a scope of work that has been approved by HUD. The revised scope includes two phases on the Project area which covers 24.2 acres of undeveloped land platted into 28 lots. Phase 1 will be the construction of all infrastructure to serve the lots that will include 25,000 to 60,000 square feet of at least two industrial buildings. Phase 2 will consist of the construction of the industrial buildings on the remaining lots after Phase 1 is complete. The Developer has committed to invest at least $3.4 million into the Project with certificates of occupancy issued by July 1, 2013. In return, the City commits to reimbursing the Developer up to $346,500.00 for EDI-eligible expenditures. The Developer estimates that the industrial -use buildings will be leased within three to nine months with firms in the construction and gas drilling industries. These funds must be spent by September 30, 2013 or the funds will not be available. The developer will complete the Project by the deadline. Staff recommends that City Council authorizes execution of an Economic Development Program Agreement with Empire Texas Equitites, Ltd., for development of the Project using the EDI funds. http: //apps. cfwnet. org/ecouncil/pnntmc. asp?id=16743 &print=true&DocType... 9/6/2012 M&C - Council Agenda Page 2 of 2 The Project is located in COUNCIL DISTRICT 5. FISCAL INFORMATION / CERTIFICATION: The Finance Management Services Director certifies that upon approval of the above recommendations, funds will be available in the current operating budget as appropriated, of the Grants Fund. FUND CENTERS. TO Fund/Account/Centers FROM Fund/Account/Centers GR76 539120 017206269010 $346.500.00 CERTIFICATIONS: Submitted for City Manager's Office bv: Originating Department Head: Additional Information Contact: ATTACHMENTS 1. available funds -grant award.PDF (CFW Internal) Fernando Costa (6122) Jay Chapa (6192) Cynthia Garcia (8187) Charletra Hurt (7536) http: //apps. cfwnet. org/ecouncil/printmc. asp?id=16743 &print=true&DocType... 9/6/2012