HomeMy WebLinkAboutContract 50068-A1 ro __,1 CITY SECRETARY
rr�, CONTRACT NO.07
'IV
`FIRST AMENDMENT TO CITY SECRETARY CONTRACT NO. 50068
'WHEREAS, on December 18, 2017, the City of Fort Worth ("City"), a home rule
a ,enc nicipality organized under the laws of the State of Texas, and Texas Wesleyan University
("Developer"), a domestic nonprofit corporation, made and entered into City Secretary Contract
No. 50068("the Contract")as authorized by M&C C-28270,adopted by the City Council on June
13, 2017;
WHEREAS, on or about September 7, 1979, the City entered into that certain Urban
Development Action Grant Agreement with the United States Department of Housing and Urban
Development("HUD"), UDAG Grant.No.B-79-AA-48-0013 (the"UDAG Grant Agreement"),
for use in acquiring land and constructing a parking garage located under General Worth Park in
downtown Fort Worth (City Secretary Contract No. 10610), as more specifically set forth in the
UDAG Grant Agreement. The City has leased the parking garage pursuant to and in accordance
with that certain Lease Agreement("Parking Garage Lease")dated on or about May 22, 1980 by
and between the City and Hunt Hotel/Fort Worth, Ltd. (City Secretary Contract No. 11085, as
amended and assigned). Rental revenues from the Parking Garage Lease are deemed "Grant
Revenues"under the UDAG Grant Agreement(the"UDAG Grant Fund Proceeds").The UDAG
Grant Agreement allows the City to use the UDAG Grant Fund Proceeds(now described by HUD
as "miscellaneous revenue") for community or economic development activities eligible for
assistance under Title I of the Housing and Community Development Act of 1974, 42 USC 5301
et seq., as amended(the "Act").
WHEREAS, Developer is an owner and has a fee simple interest in properties located at
3000, 3012, 3014 and 3016 East Rosedale Street (the "Property"), as more specifically depicted
in the Exhibit"A"—Map and Property Description attached to the Contract;
WHEREAS, the purpose of the Contract was to provide $572,299.00 in miscellaneous
revenue for a portion of construction costs to renovate three storefront retail spaces located at 3012,
3014 and 3016 East Rosedale Street and to construct two parking lots located at 3000 and 3016
East Rosedale Street;
WHEREAS, Developer has requested an amendment to the Completion Date and the
Completion Deadline in the Contract due to construction delays on the Project and City wishes to
update some terminology and Exhibits"B", "C", and"F" in the Contract; and
WHEREAS, the City and Developer agree that the amendment is necessary to achieve the
project's goals and that the amendment is within the scope of the project and in compliance with
City Policies and applicable laws governing the use of these federal funds.
NOW, THEREFORE, City and Developer hereby agree to amend the agreement as
follows:
Amendment No. 1 to CSC 50068 OFF1CfARECORD
Texas Wesleyan University UDAG Agreement CITY RY
FT. W04 H�TX
I. AMENDMENTS
The Parties agree that the following amendments to the Contract shall be binding on the Parties
and shall be given full force and effect as though they were contained in the Contract at the time
it was originally executed.
The included portions of Section 2, DEFINITIONS, below are hereby amended to be and read as
follows:
Completion Date means that the project is substantially complete as evidenced by
receiving the final "pass inspection"report from City of Fort Worth officials by March 31,2019
with (i)the report attached as Exhibit"F"—Proiect Completion Report made a part of this
Agreement for all purposes, and(ii)the final "pass inspection"report issued by the City by
March 31,2019.
Completion Deadline means March 31,2019.
2. Section 6.1.1 is hereby amended to be and to read as follows:
6.1.1 Improvements.
Developer must complete the Project by the Completion Deadline. Construction of the
Project must pass all applicable City-required inspections during the construction period, and
receive a final "pass inspection"report from the City by the Completion Deadline.
3. Section 6.4 is hereby amended to be and to read as follows:
6.4 Issuance of Final "Pass Inspection" Report of Completion Date of Proiect.
Within 60 calendar days of the issuance of a final "pass inspection" report by the City,
and following receipt by the City of the final construction spending report for the Project, and
assessment by the City of the information contained therein, if the City is able to verify that
Developer expended at least$572,299.00 in construction costs on the Project, it shall certify that
the Completion Date has been fulfilled (the "Completion Date").
4. Exhibit"B"—Project Summary attached to the Contract is hereby replaced with
Exhibit`B"—Project Summary Revised 10/2018 attached hereto.
5. Exhibit "C"—Reimbursement Schedule attached to the Contract is hereby replaced
with Exhibit"C"—Reimbursement Schedule Revised 10/2018 attached hereto.
6. Exhibit"F"—Project Completion Report attached to the Contract is hereby replaced
with Exhibit"F"—Project Completion Report Revised 10/2018 attached hereto.
Amendment No. 1 to CSC 50068 10.1.18
Texas Wesleyan University UDAG Agreement Page 2
II.
This amendment is effective upon execution by both Parties and shall be given full force
and effect as though the provisions were included in the Contract when it was originally
executed.
III.
All terms and conditions of the Contract not amended herein remain unaffected and in
full force and effect, are binding on the Parties and are hereby ratified by the Parties. Capitalized
terms not defined herein shall have meanings assigned to them in the Contract.
[SIGNATURES APPEAR ON NEXT PAGE]
Amendment No. 1 to CSC 50068 10.1.18
Texas Wesleyan University UDAG Agreement Page 3
EXECUTED to be effective as of the Effective Date:
ACCEPTED AND AGREED:
CITY OF FORT
/WORTH
By: /Pra,,�dOl��/�---
Fernando Costa,Assistant City Manager
Date: 118
APPROVED AS TOF AND LEGALITY:
By: .7
Jo A ` Patsyis ity Attorney
4 .. R "
ATTEST: -�
By:
City Secret '
M&C: C-28270 Date. 06/13/17
Form 1295: 2017-219428 "
Contract Compliance Manager:
By signing I acknowledge that I am the person responsible
for the monitoring and administration of this contract, including
ensuringallperformance and reporting requirements.
/ L 64c �
Chad LaRoque, Housing Development and Grants Manager
TEXAS WESLEYAN UNIVERSITY, a domestic nonprofit corporation
By:
Frederick/G. Slaabbach, President
Date:
®FFICiAL RECOR `
Amendment No. 1 to CSC 50068 CITY SECAUN 1
Texas Wesleyan University UDAG Agreement FT W0 `#
EXHIBIT "B"
TEXAS WESLEYAN UNIVERSITY
PROJECT SUMMARY REVISED 10/2018
Capitalized terms not defined herein shall have meanings assigned to them in the Agreement.
DESCRIPTION:
Developer proposes to develop the 3000 block of East Rosedale Street by renovating three storefront
retail spaces located at 3012, 3014 and 3016 East Rosedale Street. Renovations will improve the
storefronts to "white box" condition. Texas Wesleyan University also proposes to construct two
parking lots to be located at 3000 East Rosedale Street and 3016 East Rosedale Street respectively.
PERFORMANCE REQUIREMENTS:
Developer will complete the following by March 31,2019:expend at least$572,299.00 in construction
costs on the Project, invest an additional minimum of$528,108.00 in the Project,and receive a final
"pass inspection" report issued by the City.
Make reasonable efforts to create 10 new jobs for Central City residents by the end of the second
year loan term,with the following benchmarks:
• For the first year of the loan term,make reasonable efforts to create 5 new FTE for Central
City residents;
• For the second year of the loan term and each year thereafter, make reasonable efforts to
create an additional 5 new jobs for Central City residents,for a minimum total of 10 FTE.
Developer or tenant shall provide additional investments in tenant improvements in the amount of
$383,160.00($40.00 per square foot).
Developer shall also forego revenue from Lease Agreements with tenants by providing 12 months of
free rent and occupancy to allow the businesses to establish and sustain a revenue base, as well as
secure capital to fulfill their tenant improvement needs/obligations, valued at a minimum of
$114,948.00, or Developer shall provide mutually agreed upon equivalent and alternate financing
plans with the Tenant,as evidenced in Tenant's lease and as approved in writing by City.
SPECIFIC PURPOSE:
The specific purpose of the Project is to revitalize and increase retail services in the
Polytechnic/Wesleyan Village, such as eateries and other neighborhood-serving retail for area
residents,etc.
PROJECT OBJECTIVES:
The Project will benefit low-and-moderate income persons and accomplish the public purpose of
furthering the United States Department of Housing and Urban Development's national objective of
promoting activities that benefit low-and-moderate income persons in Southeast Fort Worth.
Amendment No. 1 to CSC 50068 10.1.18
Texas Wesleyan University UDAG Agreement Page 5
EXHIBIT "C"
TEXAS WESLEYAN UNIVERSITY
REIMBURSEMENT SCHEDULE REVISED 10/2018
Milestone Payment Amount
By September 1,2018 $*286,149.50
Within 60 days of City's issuance of final "pass
inspection" report and acceptance of Exhibit"F" $*286,149.50
Project Completion Report Revised 10/2018
TOTAL LOAN AMOUNT $*572,299.00
*Site preparation expenses authorized or expended by the Developer before the Effective
Date are eligible for reimbursement by the City, at the City's sole discretion and will be
attributed to the performance of this Loan Agreement. No other expenses shall pre-date the
Effective Date of this Contract.
Amendment No. 1 to CSC 50068 10.1.18
Texas Wesleyan University UDAG Agreement Page 6
EXHIBIT "F'
TEXAS WESLEYAN UNIVERSITY
PROJECT COMPLETION REPORT REVISED 10/1/18
FORT NORTH City of Fort Worth
Project completion Report
UDAG Agreement for ITexas Weskyan University i
L PROJECT INFORMAnON
Property Owner:
Company/Project Name:
Project Contact: Title:
Telephone: Fax: E-Mail-
Property Owner Address(If Different):
Address of Property Subject to Agreement:
Construction Start Date: I I Construction Completion Date: --�
Date of issuance of the Certificate of Occupancy or final City"pass inspection"report:
'Please attach a copy of Certificate of Occupancy or City'pass inspection"report'
M.CONSTRUCTHM SPENDING AND M/WSE SPENDING
Company names,addresses and the amounts paid during the construction period should be attached to this report. Use of
the Excel spreadsheet provided to you by the City of Fort Worth is recommended.
CONSTRUCTION
Total Construction Dollars Spent this Reporting Period(A):$
FORT WORTH COMPANIES
Unless specified otherwise in your agreement a Fat Worth Company is defined as a business that has a Principal Office
located within the corporate Inuits of the City that provides the product or service for which credit is sought for purposes of a
specific commitment set forth in a given agreement.
Total Construction Dollars Spent with Fort Worth Companies(B):$
Percentage of Total Construction Dollars Spent with Fort Worth Companies(B/A): %
MANSE
A Fort Worth Certified MNVBE Company is defined as a minority or woman-owned business that(i)has received certification
as either a minority business enterprise(MBE a woman business enterprise(W84 or a disadvantaged business enterprise
(DBE)by the North Central Texas Regional Certification Agency(NCTKA),and(6)has a Principal Office located within the
corporate limits of the City of Fort Worth that provides the product or service for which credit is sought for purposes of a
specific commitment set forth in a given agreement. Please verify that M/WBE vendors are located in Fort Worth by
contacting the M/WBE office at(817)212-2674 or
Total Construction Dollars Spent with Fart Worth Certified M/WBE Companies(C)-$
Percentage of Total Construction Dollars Spent with Fart Worth Certified M/WBE Companies(C/A): %
IV. ADDITIONAL INFORMATION(TO BE ATTACHED AS EXHIUFS)
Copy of Certificate of Occupancy issued by the City of Fort Worth's Planning and Development Department or final City
❑•pass inspection'report
❑A Copy of Certification from the North Central Texas Regional Ce tificadon Agency for ImAM/W8E Vendor
EXHIBIT C list of all Company Names Addresses,Invoice Numbers,and Amounts Paid During Construction.Ckarly note
Fort Worth and Fort Worth MMBE Companies.(Excel format. Use of the Excel spreadsheet provided by the City is
recommended.)
Amendment No. 1 to CSC 50068 10.1.18
Texas Wesleyan University UDAG Agreement Page 7
FORT WORTH.., City of Fort Worth
Project Completion Report
UDAG Agreement for eras Wedeyan University
XCER11MATION
In connection with the review of the economic development grant agreement for the respective audit term between the
City of Fort Worth and (Company Name) we confirm,to the
best of our knowledge and belief,the following representations made to the City of fort Worth:
1.) We are responsible for the information provided in the Project Completion Report.
2.) We have made available all information that we believe is relevant to the Project Completion Report.
1) We will respond fully to all inquiries made by the City of Fort Worth during the audit process.
4.) We acknowledge that the City of Fort Worth is responsible for evaluating the criteria and determining that the criteria
are appropriate for meeting the terms of the agreement.
Name of Certifying Officer. Phone:
Title: E-mail-
Signature of Certifying Officer. Date:
In order to remain eligible for the incentive,you must return the completed report to
Hand delivery. By mad:
Neighborhood Services Department City of Fort Worth
Community Development Division Neighborhood Services Department
Atte:Ms.Bette Chapman Attn:Ms.Bette Chapman
908 Monroe 200 Texas Street
Fort Worth,Texas 76102 Fort Worth,Texas 76102
You may also forward an electronic copy of the completed report to: . You must also
submit one original hard copy of the report and all attachments to the above stated physical address for proper filing and
review.For assistance please contact Bette Chapman at the e-mail above or(817)392-6125.
About the PwJact Completion Compliance R&few Process
Inkially, the City of Fort Worth's Internal Audit Department may review the provided list of all Invokes/Pay Applications for Total
Constriction costs,Fort Worth Construction costs.and Fort Worth IWWBE Construction costs(If applicable to your agreement).City Staff
will then select a sample of Invoices/PaY Applications to test,communicate to the Project Contact which Items have been selected for the
sample,and request additional documentation for the selected sample only.Examples of additional documentation will Include copies of
kwokes/pay,appikations,coplas of cancelled cheft and copies of tlw general ledger c1mrnenting checks posting to the general lodger.
M Staff is able to successfully trace the Invoice/Pay ApplIations to canceled checks and the general ledger,and the information on the
InvoicesMay Applications Is correct and contains all requlied Information,Staff will utilize the Information ham the sample to form a
conclusion regarding compliance with the agreement However,It Staff finds more than the minimum allowable deviations(this number
varies based upon the sample stzey Staff will have to expand the sande size and review more Invokes/Pay,Applications. Therefore,it Is
anpwative that Staff receives complete and accurate information
Staff wlil work dosely with the Certifying Officer and/or the appropriate representatives of the companies to try to resolve questions and
differences in reported amounts Staff WIN also keep the contact persons apprised of any issues and/or non<ornpNant categories as they
are determined.
Amendment No. 1 to CSC 50068 10.1.18
Texas Wesleyan University UDAG Agreement Page 8
M&C Review Page 1 of 3
Official site of the City of Fort Worth,Texas
CITY COUNCIL AGENDA FoRT Mb n
COUNCIL ACTION: Approved on 6/13/2017 - Ordinance Nos. 22760-06-2017 & 22761-06-2017
DATE: 6/13/2017 REFERENCE NO.: **C-28270 LOG NAME: 19TWUUDAG2
CODE: C TYPE: CONSENT PUBLIC NO
HEARING:
SUBJECT: Authorize Expenditure in the Amount of$572,299.00 of Urban Development Action Grant
Miscellaneous Revenue in the Form of a Forgivable Loan to Texas Wesleyan University
for the Renovation of Three Storefront Retail Spaces Located at 3012, 3014, 3016 East
Rosedale Street and the Construction of Parking Lots to be Located at 3000 and 3016
East Rosedale Street, Authorize Execution of a Loan Agreement and Adopt Appropriation
Ordinance (COUNCIL DISTRICT 8)
RECOMMENDATION:
It is recommended that the City Council:
1. Authorize an expenditure in the amount of$572,299.00 of Urban Development Action Grant
miscellaneous revenue in the form of a forgivable loan to Texas Wesleyan University for the
renovation of three storefront retail spaces located at 3012, 3014, 3016 East Rosedale Street and the
construction of two parking lots to be located at 3000 East Rosedale Street and 3016 East Rosedale
Street.
2. Authorize the City Manager or his designee to execute a Loan Agreement and any related
documents with Texas Wesleyan University;
3. Authorize the City Manager or his designee to amend the Loan Agreement if necessary to achieve
project goals provided that the Amendment is within the scope of the project and in compliance with
City policies and applicable laws governing the use of federal funds; and
4. Adopt the attached appropriation ordinance increasing the estimated receipts and appropriations
in the Grants Operating Other Fund in the amount of$307,330.00 and appropriate $572,299.00 to
this project.
DISCUSSION:
Texas Wesleyan University, a nonprofit higher education institution, is spearheading an economic
revitalization effort in the economically distressed area designated by the City of Fort Worth as the
Polytechnic/Wesleyan Village. The Polytechnic/Wesleyan Village is located in southeast Fort Worth
along East Rosedale Street between Collard Street and Conner Avenue in Council District 8.
Texas Wesleyan University is the lead entity in redeveloping this two block span of mostly vacant
storefronts to their former function as "main street" businesses that provide neighborhood retail
outlets and professional service firms. To date, Texas Wesleyan University has invested
$3,379,905.00 in University, philanthropic and HUD grant funds to purchase and develop the 3000
and 3100 blocks of storefronts.
The first phase of improvements occurred to the storefronts along the 3100 block of East Rosedale
Street and was completed between August 2014 and April 2017. Those storefronts are now home to
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Texas Wesleyan University's Community Counseling Center and Business Accelerator, both of which
serve the Polytechnic Heights and contribute to the overall economic health of the community.
Texas Wesleyan University is now seeking assistance for the second phase of improvements in the
amount of$572,299.00 from the City of Fort Worth to develop the 3000 block of East Rosedale
Street. Texas Wesleyan University proposes to renovate three storefront retail spaces located at
3012, 3014 and 3016 East Rosedale Street. Renovations will approve the storefronts to "white box"
condition. Texas Wesleyan University also proposes to construct two parking lots to be located at
3000 East Rosedale Avenue and 3016 East Rosedale Street respectively. The UDAG Loan
Agreement will complement $716,802.00 of investment by Texas Wesleyan University to date in the
storefronts/lots located at 3000, 3012, 3014 and 3016 East Rosedale Street.
These improvements are an essential step towards attracting businesses and restoring economic
vitality to the Polytechnic/Wesleyan Village.
Additional Investment Commitments:
Texas Wesleyan University commits to the following:
• Provide additional investments in tenant improvements in the amount of$383,160.00 ($40.00
per square foot).
• Forego revenue from Lease Agreements with tenants by providing 12 months of rent free
occupancy to allow the businesses to establish and sustain a revenue base, as well as
secure capital to fulfill their tenant improvement needs/obligations, valued at a minimum
of$114,948.00; and
• Generate the equivalent of at least 10 full-time jobs at Polytechnic/Wesleyan Village for the
employment of Central City residents.
Any revenue, less maintenance and operation expenses, generated in subsequent years will be
applied to Texas Wesleyan University's debt obligation resulting from the 2014 financing required to
purchase storefronts within the 3000 and 3100 blocks. Initial projections suggest that rental revenue
collected over a span of 10 years will be sufficient to retire the debt. Subsequently, Texas Wesleyan
University anticipates the 3012, 3014 and 3016 storefronts will be revenue-neutral until 2027.
Loan Terms:
Staff recommends entering into a UDAG Loan Agreement with the following terms and conditions:
• 0 percent interest loan with a term of five years;
• Loan to be evidenced with a note and a deed of trust, which will be placed on the property to
secure
performance, with a performance period that will run concurrently with the loan term (five
years);
• In the event that TWU should sell these properties; then the UDAG funds loaned are repaid to
the
City from the proceeds of the sale to be used for other conforming projects;
• Funds are to be provided on a reimbursement basis;
• TWU must employ the equivalent of at least 10 full-time positions for Central City residents;
and
• Loan shall be forgiven if all terms and conditions are met.
UDAG Miscellaneous Revenue funds are rental revenues received from the lease of the City-owned
parking garage under General Worth Square (City Secretary Contract No. 11085, as amended and
assigned). UDAG funds must be used for projects that meet certain Community Development Block
Grant (CDBG) program requirements, including use in a CDBG-eligible area, qualification as a CDBG
economic development project and inclusion of private investment. Annual revenue from the parking
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a
garage is approximately $100,000.00 and after funding this loan, the parking garage rental revenues
account will have a remaining balance of approximately $65,000.00.
Staff has reviewed the project and has determined that it meets the federal requirements for the use
of UDAG Miscellaneous Revenue. This project meets the economic development eligibility
requirements of the UDAG program.
This contract will be with a governmental entity, state agency or public institution of higher education:
(state name).
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that upon the approval of the above recommendations and adoption
of the attached appropriation ordinance, funds will be available in the current operating budget, as
appropriated, of the Grants Operating Other Fund.
TO
Fund Department Account Project Program Activity Budget Reference#
ID ID Year (Chartfield 2) Amount
FROM
Fund Department Account Project Program Activity Budget Reference# Amount
ID ID Year Chartfield 2)
Submitted for City Manager's Office by: Fernando Costa (6122)
Originating Department Head: Aubrey Thagard (8187)
Additional Information Contact: Carmella Kendry (6658)
ATTACHMENTS
19TWUUDAG2 GRANT A017.docx
19TWUUDAG2 Texas Weslyan University Renovation.docx
Texas Wesleyan Form 1295.pdf
TWU Store Front Improv1.pdf
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