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SEP 3 2019 SECOND AMENDMENT TO CITY SECRETARY CONTRACT NO. 50068
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This amendment to City Secretary Contract 50068 ("Amendment")is entered into by and
between the City of Fort Worth("City"), a home rule municipality organized under the laws of
the State of Texas, and Texas Wesleyan University ("Developer"), a domestic nonprofit
corporation by and through their individual duly authorized representatives. Each shall be
referred to individually as "Party" and jointly as "Parties."
WHEREAS, on December 18, 2017, the City and Developer 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,the Contract states that 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, one of the parking lot addresses in the Contract was incorrect, an additional
parking lot address needs to be included, and during the Contract period, the City of Fort Worth
Fire Department changed the addresses in the 3000 Block of East Rosedale Street;
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 what
was then known as 3012, 3014 and 3016 East Rosedale Street and to construct two parking lots
located at what was then known as 3000 and 3016 East Rosedale Street;
WHEREAS, the miscellaneous revenue expended on the project totaled $571,579.00,
which was expended on three storefront retail spaces located at what is now known as 3014, 3016-
3018, and 3020 East Rosedale Street, to construct two parking lots at 3000-3"2"t—asT Rosedale
OFFICIAL RECORD
Amendment No. 2 to CSC 50068 CITY SECRETARY
Texas Wesleyan University UDAG Agreement ET: �O -age 1
Street and 3021 Avenue G, and to do additional work on an existing parking lot at 3004-3006 East
Rosedale Street;
WHEREAS,the City wishes to amend the Contract to update the addresses of the Project,
to change the amount of miscellaneous revenue expended,to clarify and update some terminology
in the Contract and to amend Exhibits B and C; 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:
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.
1. Section 4.2 is hereby amended to be and to read as follows:
4.2 Employment and Resident Goals.
Developer or Tenant will use its best efforts to employ at least 10 FTE that will be provided
and filled on the Property (the "Overall Employment Goal"), as follows
4.2.1 Within the first 12 months after the Completion Date, Developer shall make
reasonable efforts to ensure that Tenant or Developer, if Developer occupies property, employ 5
FTE for Central City Residents for a total of at least 10 FTE by the end of the second year.
4.2.2 Within the second 12 months after the Completion Date and each 12 month period
thereafter of the loan term, Developer shall make reasonable efforts to ensure that Tenant or
Developer, if Developer occupies property,employ an additional 5 FTE for Central City Residents
for a total of 10 FTE.
2. Section 4.3.2 is hereby amended to be and to read as follows:
4.3.2 Employment Reports
Developer shall provide the City with a report for each year of the loan term on or before
the annual anniversary of the Completion Date that outlines the number of FTE provided and filled
by Tenant or Developer at the facility on the Property during the previous 12 months that were
held by individuals residing within the Central City, as evidenced by, without limitation, the zip
codes of the residences of such individuals. The report shall be in the form attached to the Contract
as Exhibit "G"—Annual Evaluation Report, made a part of this Agreement for all purposes. If
Developer fails to provide any such report, the City will notify Developer in writing, and
Developer will provide such report within thirty(30)calendar days following receipt of the written
Amendment No. 2 to CSC 50068 7.30.19
Texas Wesleyan University UDAG Agreement Page 2
notice. Unless this Agreement is terminated by the City pursuant to Section 9.1 of the Contract,
this Section 4.3.2 shall survive termination or expiration of this Agreement.
3. Section 5.1 is hereby amended to be and to read as follows:
5.1 Amount
The City will grant Developer $571,579.00 of UDAG miscellaneous revenue for the
Project on the terms and conditions set forth herein.
4. The first paragraph of 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 Project.
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 $571,579.00 in construction costs on the Project, it shall certify that
the Completion Date has been fulfilled (the "Completion Date").
5. Exhibit"B"—Project Summary attached to the Contract is hereby replaced with Exhibit
"B"—Project Summary Revised 07/2019 attached hereto.
6. Exhibit"C"—Reimbursement Schedule attached to the Contract is hereby replaced with
Exhibit C—Reimbursement Schedule Revised 07/2019 attached hereto.
7. The following Section 27 is hereby added to the Contract:
27. Boycotting Israel Prohibited.
Developer acknowledges that in accordance with Chapter 2270 of the Texas Government
Code, City is prohibited from entering into a contract with a company for goods or services unless
the contract contains a written verification from the company that it: (1) does not boycott Israel;
and (2) will not boycott Israel during the term of the Contract. The terms "boycott Israel" and
"company" shall have the meanings ascribed to those terms in Section 808.001 of the Texas
Government Code. By signing this Contract, Developer certifies that Developer's signature
provides written verification to City that Developer: (1) does not boycott Israel; and (2)will
not boycott Israel during the term of this Contract.
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.
Amendment No. 2 to CSC 50068 7.30.19
Texas Wesleyan University UDAG Agreement Page 3
[SIGNATURES APPEAR ON NEXT PAGE
Amendment No. 2 to CSC 50068 7.30.19
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EXECUTED to be effective as of the Effective Date:
ACCEPTED AND AGREED:
CITY OF FORT WORTH
By: GyL,�w�
Fernando Costa, Assistant City Manager
Date: ,Zf/9
APPROVED TO FO D LEGALITY:
By.
;f ate,Assistan ity Attorney
AT EST:
City cr tary �r
M&C: C-2827 Date. 06/11/17
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
ensuring all performance and reporting requirements.
Chad LaRoque, Housing Development and Grants Manager
TEXAS W UNIV ITY, a domestic nonprofit corporation
By: ::
Frederick G. Slabach, President
Date:
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Amendment No. 2 to CSC 50068
Texas Wesleyan University UDAG Agreement Page 5
EXHIBIT "B"
TEXAS WESLEYAN UNIVERSITY
PROJECT SUMMARY REVISED 07/2019
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 3014, 3016-3018, and 3020 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 3000-3002 East
Rosedale Street and 3021 Avenue G and to do additional work on an existing parking lot
located at 3004-3006 East Rosedale Street.
PERFORMANCE REQUIREMENTS:
Developer will complete the following by March 31, 2019: expend at least $571,579.00 in
construction costs on the Project, receive a final "pass inspection" report issued by the City,
and Developer and/or Tenant shall invest an additional minimum of $528,108.00 in the
Project as detailed below.
Developer shall provide a minimum amount of $30,000.00 in additional investment to
eliminate the financial gap of the project.
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.
Make reasonable efforts to create 10 new jobs for Central City residents by the end of the
second 12 month period after the Completion Date with the following benchmarks:
• Within the first 12 months after the Completion Date, make reasonable efforts to
create 5 new FTE for Central City Residents;
• Within the second 12 months after the Completion Date and each 12 month period
thereafter, make reasonable efforts to create an additional 5 new jobs for Central City
Residents, for a minimum total of 10 FTE.
SPECIFIC PURPOSE:
Amendment No. 2 to CSC 50068 7.30.19
Texas Wesleyan University UDAG Agreement Page 6
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.
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Texas Wesleyan University UDAG Agreement Page 7
EXHIBIT "C"
TEXAS WESLEYAN UNIVERSITY
REIMBURSEMENT SCHEDULED REVISED 07/2019
Milestone Payment Amount
By September 1,2018 *$2869149.50
Within 60 days of City's issuance of final "pass inspection"
report and acceptance of Exhibit"F" Project Completion *$285,429.50
Report Revised 10/2018
TOTAL LOAN AMOUNT *$571,579.00
*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. 2 to CSC 50068 7.30.19
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