HomeMy WebLinkAboutContract 35603-A1 ITY
CCONTRACT ENOR .,35 6 -A I
AMENDMENT NO. 1 TO
ECONOMIC DEVELOPMENT PROGRAM AGREEMENT
(CITY SECRETARY CONTRACT NO. 35603)
This AMENDMENT NO. 1 TO ASSIGNMENT OF CITY SECRETARY
CONTRACT NO. 35603 ("Amendment") is made and 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 LANCASTER AVENUE, LTD. ("Developer"), a Texas limited
partnership acting by and through J. Waymon Levell, President of LT Real Estate Corporation, a
Texas corporation and Developer's sole general partner.
The City and Developer hereby agree that the following statements are true and correct
and constitute the basis upon which the City and Developer have entered into this Amendment:
A. Developer is the owner of certain real property in the City generally known as the
Oakland Shopping Center, located at 4217, 4233 and 4235 East Lancaster Avenue (the "Land"),
as more specifically described in Exhibit "A" of that certain Economic Development Program
Agreement between the City and Developer dated on or about August 3, 2007, a public
document on file in the City Secretary's Office as City Secretary Contract No. 35603 (the
"Agreement"). Improvements on the Land currently consist of an approximately 42,000 square
foot deteriorating commercial and retail shopping center (4217 and 4235 East Lancaster Avenue)
and is contracting to purchase an approximately 28,000 square foot vacant building site that was
formerly a Grandy's restaurant (4233 East Lancaster Avenue). With the City's encouragement,
Developer has proposed to redevelop and upgrade all improvements on the Land, as more
specifically set forth in the Agreement (the "Required Improvements").
B. On November 8, 2006 the City nominated this project to the U.S. Department of
Housing and Urban Development ("HUD") for an Economic Development Initiative grant. On
or about December 28, 2006 HUD notified the City that this project had been selected to receive
$198,000 in grant funds pursuant to that certain Economic Development Initiative Grant No. 13-
06-SP-TX-1003 (the "EDI Grant Funds").
C. Under the Agreement, Developer agreed, among other things, to make the
Required Improvements in return for the City's payment to Developer of certain Program Grants
as authorized by Chapter 380 of the Texas Local Government Code and outlined in the
Agreement. The maximum amount of the Program Grants payable under the Agreement is based
on and equal to the amount of the EDI Grant Funds.
D. The Agreement requires that the Completion Date (as defined in the Agreement) for
the Required Improvements must occur by December 31, 2008 and that Developer must expend
certain Construction Costs with Fort Worth Companies and Fort Worth Certified NI/WBE
Companies, all as more specifically set forth in the Agreement.
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OR Amendment No. 1 to CSC No. 35603
C11 Economic Development Program Agreement with Lancaster Avenue, Ltd.
FT.WORTH,TX
E. Developer has requested that the Completion Deadline be extended due to
unforeseen delays in constructing the Required Improvements and that the scope of the EDI
Grant Improvements, as defined in the Agreement and which are part of the Required
Improvements, be revised. Developer has also requested that the mandatory requirements for
expending certain Construction Costs with Fort Worth Companies and Fort Worth Certified
M/WBE Companies be reestablished as good faith goals that Developer must meet, consistent
with HUD regulations related to the EDI Grant Funds. Due to the economic and other public
benefits that will accrue from completion of the Required Improvements, the City is willing to
amend the Agreement to accommodate Developer's requests.
NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged, the City and Developer agree as follows:
1. Section 2 of the Agreement (Definitions), is hereby amended as follows:
1.1. The following terms and their definitions are hereby amended to read as follows:
Completion Deadline means December 31, 2009, as extended
because of Force Majeure, in which case the December 31, 2009 date shall
be extended by the number of days comprising the specific Force Majeure,
but in no event shall aggregate events of Force Majeure cause the
Completion Deadline to be extended past December 20, 2011, which is the
date as of which the EDI Grant Funds must be expended in accordance
with the Grant Agreement.
EDI Grant Improvements means the following improvements
(all of which constitute a portion of the Required Improvements): (i)
reconstruction (including roof replacement) of approximately 9,000 square
feet of the east end of the building at 4217 E. Lancaster, as depicted in
Exhibit `B", for use as retail space, or, at Developer's option, demolition
of approximately 9,000 square feet of the east end of the building at 4217
E. Lancaster and construction of a surface parking lot on such site; (ii)
finish-out of the interior of approximately 5,000 square feet of that portion
of the commercial and retail shopping center on the Land situated between
the spaces leased by Dollar Tree and CitiTrends for use as retail space;
(iii) construction of an approximately 5,000 square foot building on the
Out-Parcel Site; and (iv) demolition or reconstruction of approximately
2,500 square feet of the building located on the southeast corner of the
Land for use as parking or retail space.
Required Improvements has the meaning ascribed to it in Recital
A, and specifically includes all of the EDI Grant Improvements.
1.2. The following terms and their definitions are hereby deleted in their
entirety:
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Amendment No. 1 to CSC No. 35603
Economic Development Program Agreement with Lancaster Avenue, Ltd.
G) Fort Worth Construction Percentage;
(ii) M/WBE Construction Percentage; and
(iii) Overall Construction Percentage.
1.3. The following terms are hereby changed as follows:
(i) Fort Worth Construction Commitment is hereby changed to
"Fort Worth Construction Goal".
(ii) M/WBE Construction Commitment is hereby changed to
"M/WBE Construction Goal".
The definitions of such terms, as set forth in Section 2 of the Agreement, shall remain
unchanged. Any references in the Agreement to "Fort Worth Construction Commitment"
or "M/WBE Construction Commitment" are hereby amended to refer to "Fort Worth
Construction Goal' and "M/WBE Construction Goal", respectively, even if such
amendment is not specifically referenced in this Amendment.
2. Section 4.2 of the Agreement (Construction Spending Commitments) is hereby amended
to read as follows:
4.2. Construction Spending Goals.
4.2.1. Fort Worth Companies.
Developer will use best efforts to ensure, but does not guarantee,
that at least twenty-five percent (25%) of total Hard Construction Costs
for the Required Improvements by the Completion Date will be expended
with Fort Worth Companies (the "Fort Worth Construction Goal").
Dollars counted toward the M/WBE Construction Goal, as provided in
Section 4.2.2, shall also be counted toward the Fort Worth Construction
Goal.
4.2.2. Fort Worth Certified M/WBE Companies.
Developer will use best efforts to ensure, but does not guarantee,
that at least twenty-five percent (25%) of total Hard Construction Costs
for the Required Improvements will be expended with Fort Worth
Certified M/WBE Companies (the "M/WBE Construction Goal").
3. Section 4.3 of the Agreement (Requirements Pertaining to EDI Grant Improvements) is
hereby amended to add the following sentence prior to the last sentence of such Section 4.3:
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Amendment No. 1 to CSC No. 35603
Economic Development Program Agreement with Lancaster Avenue, Ltd.
Developer hereby acknowledges that the procurement requirements set
forth in Exhibit "D" govern Developer's undertaking of the EDI Grant
Improvements and Developer agrees to comply with such procurement
requirements.
Exhibit "D" is attached to and hereby made a part of this Amendment and the Agreement for all
purposes.
4. Section 4.7.2 of the Agreement (Monthly Construction Spending Reports) is hereby
amended to read as follows:
4.7.2. Monthly Construction Spending Reports.
From the Effective Date until the Completion Date, Developer will
provide the City with a monthly report in a form reasonably acceptable to the City
that specifically outlines the then-current aggregate Construction Costs expended
by or on behalf of Developer for the Required Improvements, including
breakdowns of (i) Construction Costs expended for the Required Improvements
with Fort Worth Companies; (ii) Construction Costs expended for the Required
Improvements with Fort Worth Certified M/WBE Companies; and (iii)
Construction Costs expended for the EDI Grant Improvements, together with
supporting invoices and other documents necessary to demonstrate that such
amounts were actually paid, including, without limitation, final lien waivers
signed by Developer's general contractor and notarized by a notary public
authorized to perform such service in the State of Texas. Each monthly report
shall also include photographs of the Required Improvements that generally
depict the work undertaken during the month covered by the report. Developer
agrees to meet with the City's M/WBE Office and Minority and Women Business
Enterprise Advisory Committee as reasonably necessary for assistance in meeting
the M/WBE Construction Goal.
5. Section 6 of the Agreement (Program Grant), which includes Sections 6.1, 6.1.1, 6.1.2,
6.1.3, 6.1.4, and 6.2, is deleted in its entirety and replaced with the following:
6. PROGRAM GRANT.
Subject to the terms and conditions of this Agreement and
provided that the Certificate of Completion confirms that Developer expended at
least $1,500,000.00 in Construction Costs for the Required Improvements as of
the Completion Date and that the Completion Date occurred on or prior to the
Completion Deadline, the City will pay Developer a Program Grant equal to the
lesser of(i) $198,000.00 or (ii) the EDI Grant Improvement Construction Costs.
The Program Grant will be paid by the City within ninety (90) calendar days
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Amendment No. 1 to CSC No. 35603
Economic Development Program Agreement with Lancaster Avenue, Ltd.
following the issuance of the Certificate of Completion or such additional time as
may be required by HUD to deliver the Grant Funds to the City.
6. Section 7.1 of the Agreement (Failure of Developer to Meet Certain Commitments and
Obligations) is hereby amended to read as follows:
7.1. Failure of Developer to Meet Certain Commitments and Obligations.
The Fort Worth Construction Commitment, the M/WBE Construction
Commitment, the Central City Employment Commitment, the Fort Worth Supply
and Service Spending Commitment, and the M/WBE Supply and Service
Spending Commitment are good faith goals only. If Developer fails to meet any
of these commitments, such failure shall not constitute a default by Developer
under this Agreement or otherwise penalize Developer.
7. All terms in this Amendment that are capitalized but not defined shall have the meanings
assigned to them in the Agreement.
8. All terms and conditions of the Agreement that are not expressly amended pursuant to
this Amendment shall remain in full force and effect.
EXECUTED in multiples as of the last date indicated below:
CITY OF FORT WORTH: ATTEST:
By. By:
Tom Higgins iarty Hendrix
Assistant City Manager City Secretary
Date:
APPROVED AS TO FORM AND LEGALITY:
By:
Peter Vaky
Assistant City Attorney
M&c: C -2 3 2 SS 12-14 -or UFFICIAL RECORD
Page 5 CITY SECRETARY
Amendment No. 1 to CSC No. 35603 P
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Economic Development Program Agreement with Lancaster Avenue, Ltd.
LANCASTER AVENUE,LTD:
By: LT Real Estate Corporation,
a Texas corporation and
its so gen a partner:
By:
J. aym fevel
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Date: L ?ilk
ATTEST:
By:
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Amendment No. 1 to CSC No. 35603
Economic Development Program Agreement with Lancaster Avenue, Ltd.
EXHIBIT "D"
STANDARD HUD EDI PROCUREMENT REQUIREMENTS
PRE-BID
A. NOTICE TO BIDDERS
A Notice to Bidders must be placed in a newspaper of general circulation in the county. The Fort Worth
Star-Telegram is the official publication for City of Fort Worth notices in the Public Notices, Bids, and
Proposals Section.
Notices must be placed once each week for at least two weeks before the deadline for receiving bids,
proposals, or responses. The City usually presents this to the public on two consecutive Thursdays.
Best Efforts for Bidding Notice
Week#1 Das 1-7 First notice to bidders published
Week#2 Das 8-14 Second notice to bidders published
Week#3 (Days 8-14) Pre-Bid Conference (usually on Tuesday
after the 2nd Bid notice
Week#4 Das 15 -21 bidders prepare
Week#5 Das 22-28 Bids due
Week#6 (Days 29-33) (i) 5 business days after bid deadline,
then MWBE utilization plan is due if it was
not included in the bid response.
(ii) Evaluate bids
(iii) Formally make selection of best value
firm
MWBE Ordinance #15530 Section 20-376
To supplement your bid responses, it is suggested to contact the City of Fort Worth Minority/Women
Business Enterprise Division of the Economic and Community Development Department at 817-392-6104
and utilize the listing of M/WBE certified firms at www.fortworthgov.org/applications/mwbe siccode/.
B. NOTICE CONTENT
The notice to bidders must at least contain the following:
1. Project name
2. Project address, location, or site
3. Bid drop off/receiving location and closing date and time
4. Public reading of bids location, date, and time
5. Project schedule
6. Pre-bid conference or site tour's date, time, and location/address
7. Project description
8. Project estimated cost
9. Relative percentage weight(s) given to selection criteria such as:
1. Purchase price
2. Vendor's reputation
3. Vendor's quality of goods/services
Amendment No. 1 to CSC No. 35603
Economic Development Program Agreement with Lancaster Avenue, Ltd.
4. Vendor's past relationship with your company
5. Vendor's schedule availability
6. Use of M/WBE firms
10. M/WBE participation percentage/requirements
11. MWBE Utilization Plan
12. Language explaining that bid may be rejected and/or removed from consideration
13. Bonding and Liability coverage submittal
14. Location where construction documents may be viewed and/or how they may be obtained for
proposal preparation
15. Your contact information including telephone and email
16. Additional Contact information including telephone and email
17. Provide at least 5 business days after closing date for City to review and comment to ensure
compliance with EDI grant agreement before selection announcement.
Post Bid & Construction
A. Bid Evaluation
The Developer will be required to submit to City:
1. Names and contact information of selection committee
2. Copy of bids
3. Bid selection(s)
4. Bid evaluations and selection criteria matrix including percentage weight of:
1. Price
2. Vendor's reputation
3. Vendor's quality of goods/services
4. Vendor's past relationship with your company
5. Schedule
6. Use of MWBE contractors
7. Other item(s)specific to developer's requirements
B. Construction
The Developer will be requested to submit to City:
1. Monthly MWBE documentation
2. Monthly construction spending reports (These reports must specify costs expended for EDI
improvements.)
3. Copies of invoices from each contractor and subcontractor
4. Lien Waiver/Certification of payment from each contractors and subcontractors
5. Copies of bonding and liability coverage
6. At minimum bi-weekly access to property for inspection of improvements and progress
documentation
7. Access to audit financial and business records for this project for three years
8. Contacts information for any warranty items during the one-year warranty period
Amendment No. 1 to CSC No. 35603
Economic Development Program Agreement with Lancaster Avenue, Ltd.
9. Final construction spending report within thirty calendar days following the completion date
a. Including but not limited to:
i. Supporting invoices to document payment for improvements
ii. Final lien waivers signed by Developer's General Contractor
b. Upon receipt and review of final construction, the City may issue Developer a project
Certificate of Completion
EDI Reports
A. Monthly EDI expenditure reports must be submitted to City staff no later than the 5`h business
day of each month during pre-bid and construction phases.
B. Monthly Report consists of copy of:
1. AIA Document G702
2. Original Invoice(s)from each contractor/subcontractor
3. Change order(s) explanation in detail and attached to AIA G702
4. Lien waiver(s)from each contractor/subcontractor
5. City issued permit(s)for this project
Draws
A. Complete documentation for the final draw must be submitted to City staff no later than
December 12, 2009.
B. Complete documentation consists of copy of
1. Final Monthly Report
2. Certificate of Occupancy
Amendment No. 1 to CSC No. 35603
Economic Development Program Agreement with Lancaster Avenue, Ltd.
Page 1 of 2
City of Fort Worth, Texas
Mayor and Council Communication
COUNCIL ACTION: Approved on 12/16/2008
DATE: Tuesday, December 16, 2008
LOG NAME: 170AKCRNSEDIAMD REFERENCE NO.: C-23255
SUBJECT:
Authorize Amendment to City Secretary Contract No. 35603 an Economic Development Program
Agreement with Lancaster Avenue, Ltd., to Revise the Schedule and Scope of Work Related to
Redevelopment of Individual Buildings within the 4200 Block of East Lancaster, Oakland Corners
Urban Village
RECOMMENDATION:
It is recommended that the City Council authorize the City Manager to execute an amendment to City
Secretary Contract No. 34468, an Economic Development Program Agreement with Lancaster Avenue,
Ltd., for the redevelopment of individual buildings within the 4200 Block of East Lancaster, Oakland Corners
Urban Village.
DISCUSSION:
On August 29, 2006, City Council approved the execution of a 10 year tax abatement Agreement with
Lancaster Avenue, Ltd., (Developer)for the Oakland Corners Shopping Center revitalization project.
On July 17, 2007, the City Council authorized the execution of an Economic Development Program
Agreement (Agreement) with the Developer for the redevelopment of the 42,000 square foot Oakland
Corners Shopping Center located at the 4200 block of East Lancaster (M&C C-22256; City Secretary
Contract No. 35603). The Agreement provides that the Developer will invest $1.5 million into the
project which includes the acquisition of the former Grandy's out-parcel site, construction of a building out-
parcel site and the renovation of a 2,500 square foot former laundromat located at the southeast corner of
the project area. In addition, the Agreement provides that the Developer will complete the required
improvements as evidenced by a temporary Certificate of Occupancy no later than December 31, 2008. In
return, the City will pay the Developer an Economic Development Grant as authorized by Chapter 380 of
the Texas Code, in an amount equal to the $198,000.00 EDI Grant.
To date the Developer has invested more than $1.5 million and has met approximately 23 percent of the tax
abatement's Minority/Women Business Enterprise (M/WBE) commitment and is on track to fulfill the 25
percent commitment. The federal EDI grant requirement for M/WBE participation is best efforts goals. An
error on the original EDI Grant Agreement made the M/WBE requirements mandatory; therefore an
amendment is required to coincide with federal rules.
Due to unforeseen delays in obtaining the former Grandy's out-parcel and the downturn of economic market
conditions, the required improvements will not be completed by the Agreement deadline of December 31,
2008. Therefore, staff recommends the following three amendments to the Agreement:
1. Extend the completion deadline to December 31, 2009;
http://apps.cfwnet.org/council_packet/Reports/mc_print.asp 12/30/2008
Page 2 of 2
2. Accept the revised scope of work for the improvements required by the Agreement to include the
demolition, if necessary, of a dilapidated 2,500 square foot building and the size increase of the aggregate
required improvements from 3,500 to 5,500 square feet; and
3. Revise Minority Women/Business Enterprise minimum commitments to best effort goals to mirror federal
EDI grant requirements.
If a temporary Certificate of Occupancy is not issued by December 31, 2009, the Developer will not be
entitled to the grant and the Agreement will terminate.
This project is located in COUNCIL DISTRICT 8.
FISCAL INFORMATION/CERTIFICATION:
The Financial Management Services Director certifies that this action will have no material effect on City
funds.
TO Fund/Account/Centers FROM Fu nd/Accou nt/C enters
Submitted for City Manager's Office by: Tom Higgins (6192)
Originating Department Head: Jay Chapa (5804)
Additional Information Contact: Cynthia Garcia (8187)
Dolores Garza (2639)
http://apps.cfwnet.org/council_packet/Reports/mc_print.asp 12/30/2008