HomeMy WebLinkAboutContract 36694 CITY SECRETARY I
CONTRACT NO. `�-
ECONOMIC DEVELOPMENT PROGRAM AGREEMENT
This ECONOMIC DEVELOPMENT PROGRAM 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 Tom Higgins, its duly authorized Acting Assistant City Manager,
and TEXAS WESLEYAN UNIVERSITY (the "University"), a Texas non-profit
corporation.
RECITALS
The City and the University hereby agree that the following statements are true
and correct and constitute the basis upon which the City and the University have entered
into this Agreement:
A. The University owns, leases or is in a position to facilitate the
development of certain real property in the City in the 3000 and 3100 blocks of East
Rosedale Street (the "Land"), as more specifically depicted as Parcels A-H 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. With the City's
encouragement, the University, either on its own or in partnership with other entities and
neighborhood stakeholders, has proposed to renovate or cause renovation of some of
those buildings, as more specifically set forth in Exhibit "B-1" and Exhibit "13-2",
attached hereto and hereby made a part of this Agreement for all purposes (collectively,
the "EDI Grant Improvements").
B. The 2007 Comprehensive Plan, adopted by the City Council on February
20, 2007 pursuant to Ordinance No. 17413-02-2007 (the "Comprehensive Plan"),
recommends that the City focus on revitalization of the Central City. The
Comprehensive Plan specifies that one of the principal means of revitalization of the
Central City will be the redevelopment of distressed commercial corridors, especially in
the vicinity of urban villages, which are highly urbanized places that have a concentration
of jobs, housing units, commercial uses, public spaces, public transportation and
pedestrian activity, and are typically located along priority commercial corridors.
C. In 2001 the City Council selected East Rosedale Street as one of eight
commercial corridors in the Central City where revitalization efforts were most needed
and where use of various federal and state grant funds could most sensibly be focused.
The Comprehensive Plan identifies the Land and its immediate vicinity as one o e
community urban villages (the Polytechnic/Texas Wesleyan Urban Village) wl ei'e the NI
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City especially should encourage redevelopment. The 1999 Southeast Fort Worth
Economic Development Plan also identifies the Land and its immediate vicinity as one of
six areas in southeast Fort Worth that are specifically targeted for redevelopment. The
Comprehensive Plan recommends that the City (i) encourage rehabilitation and reuse of
existing commercial structures throughout commercial districts; (ii) develop and
implement targeted revitalization strategies for the City's commercial districts in order to
create environments that will attract private investment; and (iii) establish potential
incentives to promote development of vacant land and redevelopment or reuse of
deteriorated properties within designated commercial districts. Because the Land is
situated on the East Rosedale commercial corridor and within the Polytechnic/Texas
Wesleyan Urban Village, it is appropriate for the City to grant certain incentives in order
to make construction of the EDI Grant Improvements feasible.
D. On September 30, 2003 the City nominated this project to the U.S.
Department of Housing and Urban Development ("HUD") for two (2) Economic
Development Initiative grants. On or about December 19, 2003 HUD notified the City
that this project had been selected to receive (i) $737,674.00 in grant funds for
revitalization of the Land pursuant to that certain Economic Development Initiative Grant
No. B-03-SP-TX-0767 (City Secretary Contract No. 29745) (the "Building Renovation
Grant") and (ii) $223,538.00 in grant funds for restoration of buildings on the Land
pursuant to that certain Economic Development Initiative Grant No. B-03-SP-TX-0760
(City Secretary Contract No. 29746) (the "Facade Restoration Grant").
E. The City has created an Economic and Community 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. 2704, adopted by the City Council on January 30, 2001.
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. 2704, 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.
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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 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 2007 Comprehensive Plan.
J. This Agreement is authorized by Chapter 380 of the Texas Local
Government Code.
K. The incentives provided pursuant to this Agreement were applied for on or
before May 10, 2005.
NOW, THEREFORE, in consideration of 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:
AGREEMENT
1. INCORPORTION OF RECITALS.
The City Council hereby finds, and the City and the University hereby agree, that
the recitals set forth above are true and correct and form the basis upon which the City
and the University 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:
Building Renovation Grant has the meaning ascribed to it in Recital D.
Complcte 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) copies of invoices for all completed work and other
documents necessary to demonstrate that such amounts were actually paid, including,
without limitation, final lien waivers signed by the general contractors or appropriate
subcontractors; (ii) copies of all City permits 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
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necessary to verify Construction Costs expended for such work or with Fort Worth
Certified Companies for such work or to otherwise comply with the Grant Agreements.
Completion Deadline means September 15, 2008. Notwithstanding anything to
the contrary herein, the Completion Deadline may not be extended beyond September 15,
2008, whether or not on account of any event or events of Force Majeure, unless HUD
provides written authorization for the City to use funds from the Grants after September
30, 2008, 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 the following expenditures made on or before
September 15, 2008 (or, subject to Sections 5.4 and 5.5, June 1, 2008): (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 Exhibits `B-1" and "B-2" and
connected with the renovation of buildings on the Land, as and as verified by the Director
following receipt in accordance with Section 5 of Complete Documentation for the EDI
Grant Improvements in question, and subject to the Building Renovation Grant, 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
Exhibits "B-l" and "B-2" and connected with the restoration of the facades of buildings
on the Land, as verified by the Director in following receipt in accordance with Section 5
of Complete Documentation for the EDI Grant Improvements in question, and subject to
the Fagade Restoration Grant. Construction Costs specifically excludes any Land
acquisition costs or rents and costs for provision of security. Notwithstanding anything to
the contrary herein, 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 5.7 hereof.
Director means the director of the City's Economic and Community
Development Department or authorized designee.
EDI Grant Funds means the $737,674.00 granted pursuant to and in accordance
with the Building Restoration Grant and the $223,538.00 granted pursuant to and in
accordance with the Fagade Restoration Grant.
EDI Grant Improvements has the meaning ascribed to it in Recital A.
Effective Date has the meaning ascribed to it in Section 3.
Employment Goal has the meaning ascribed to it in Section 4.4.
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Fagade Restoration Grant has the meaning ascribed to it in Recital D.
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 the University,
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 shall not include construction delays caused due to purely financial
matters involving any entity, including, but not limited to, the University, such as,
without limitation, delays in the obtaining of adequate financing.
Fort Worth Certified M/WBE Company means a minority or woman-owned
business 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 a principal office 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 Agreements means the Building Renovation Grant and the Fagade
Restoration Grant.
HUD means the U.S. Department of Housing and Urban Development.
Land has the meaning ascribed to it in Recital A.
M/WBE Bidding Process has the meaning ascribed to it in Section 4.2.
M/WBE Construction Goal has the meaning ascribed to it in Section 4.2.
Program means the economic development program authorized by Chapter 380
of the Texas Local Government Code and established and outlined in this Agreement.
Program Grant means an economic development grant paid by the City to the
University as part of the Program, as more specifically set forth in Section5.
Records means all financial and business records of the University or provided to
the University that relate to the EDI Grant Improvements or that contain information
necessary for the Director to calculate or verify the University's compliance with this
Agreement.
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3. TERM.
This Agreement shall 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, shall expire on the
date as of which the City has paid the University 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.
4. THE UNIVERSITY'S OBLIGATIONS.
4.1. Improvements to the Land.
4.1.1. Relocation of University Bookstore (Parcel B).
Subject to mutual agreement between the University and Folletts,
Inc., the operator of the University's student bookstore, the University will
renovate or cause the renovation of the building located on that portion of
the Land identified in Exhibit "A" as Parcel B for use as the University's
primary student bookstore. If the University determines that agreement
between the University and Follett's, Inc. cannot be reached, the
University shall notify the Director in writing and obtain the Director's
written approval of an alternate use of the building, which approval shall
not be unreasonably withheld. In order to receive the Program Grant
payable pursuant to and in accordance with Section 5.6, a temporary
certificate of occupancy for the entirety of such renovated building must
have been issued by the City on or before the Completion Deadline or a
final certificate of occupancy for the entirety of such renovated building
must have been issued by the City on or before January 15, 2009. The
University's obligation to use such building as the University's primary
student bookstore or for the alternate use approved by the Director in
accordance with this Section 4.1.1 shall survive for a period of three (3)
years following expiration or termination of this Agreement.
4.1.2. Establishment of General Purpose Facility (Parcel A).
The University will renovate or cause the renovation of the
building located on that portion of the Land identified in Exhibit "A" as
Parcel A, which the University owns, for use as a general purpose facility
housing an art gallery, a community meeting space, and as a temporary
home for the Texas Wesleyan Business Incubator, all as more specifically
set forth in Exhibit "C", attached hereto and hereby made a part of this
Agreement. A temporary certificate of occupancy for the entirety of such
renovated building must have been issued by the City on or before the
Completion Deadline or a final certificate of occupancy for the entirety of
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such renovated building must have been issued by the City on or before
January 15, 2009. The University's obligations with respect to use of this
building, as set forth in Exhibit "C", shall survive for a period of five (5)
years following expiration or termination of this Agreement.
4.1.3. Completion of EDI Grant Improvements.
The University shall use its best efforts to commence or cause
commencement of the EDI Grant Improvements promptly after the
Effective Date of this Agreement. The failure of all EDI Grant
Improvements to be completed by the Completion Deadline shall not
constitute an event of default under this Agreement, but will affect the
aggregate amount of Program Grants that the University is entitled to
receive from the City pursuant to this Agreement, as more specifically set
forth in Section 5 hereof.
4.1.4. Security.
Upon commencement of .construction of any EDI Grant
Improvements and at all times thereafter during the term of this
Agreement, the University will provide adequate security personnel to
patrol the area around the Land on a regular basis in accordance with the
route set forth in the map attached hereto as Exhibit "D", which is hereby
made a part of this Agreement for all purposes.
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 shall be expended with Fort
Worth Certified M/WBE Companies (the "M/WBE Construction Goal"), and
the University hereby agrees to use best 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. The University shall coordinate all procurement and
construction activities associated with the EDI Grant Improvements through the
City's M/WBE Office and shall follow the procedures and comply with the
requirements of the City's M/WBE Ordinance (Ordinance No. 15530) and the
process outlined in Exhibit "E" (the "M/WBE Bidding Process"), attached
hereto and hereby made a part of this Agreement for all purposes. The University
shall require compliance with this Section 4.2 and the M/WBE Bidding Process in
any contract that the University enters into for construction of the EDI Grant
Improvements. If the University fails to meet the M/WBE Construction Goal,
such failure shall 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 the University hereunder, but the University shall supply the Director with all
documentation required by the City's M/WBE Ordinance and all documentation
necessary to demonstrate compliance with the M/WBE Bidding Process to
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evidence the University's attempts to meet the M/WBE Construction Goal. In
undertaking the EDI Grant Improvements, the University 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 firms).
4.3. Requirements Pertaining to EDI Grant Improvements.
The University understands and agrees that the Grant Agreements govern
the City's use of the EDI Grant Funds. The Grant Agreements incorporate,
among other things, the requirements of Title 24, Part 85 of the Code of Federal
Regulations. The University agrees to cooperate with the City and comply with
all requests of the City as necessary to assist the City in its full compliance with
the EDI Grant Agreements. Specifically, but without limitation, the University
shall maintain a contract administration system reasonably acceptable to the City
in order to ensure compliance with all terms and conditions of the Grant
Agreements. Contractors performing construction work on the EDI Grant
Improvements shall be retained pursuant to a competitive sealed bidding
procedure that complies with the process outlined 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 the University intends to count as
Construction Costs for the EDI Grant Improvements shall 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). The University will provide the
Director with copies of any bids, requests for proposals 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
Agreements. The City agrees to provide the University with guidance and
assistance in meeting the requirements of this Section 4.3.
4.4. Employment Goal.
The University will use its best efforts to ensure, but does not guarantee,
that at least four (4) Full-time Jobs provided and filled on the Land are held by
individuals residing within the corporate limits of the City (the "Employment
Goal"). Failure to meet the Employment Goal shall 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 the University hereunder.
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4.5. Reports.
4.5.1. Plan for Use of Fort Worth Certified M/WBE Companies.
The University will file a plan with the City as to how the
University intends to achieve the M/WBE Construction Goal, as outlined
in Section 4.2. The University agrees to meet with the City's M/WBE
Office as reasonably necessary for assistance in implementing such plan
and to address any concerns the City may have with such plan.
4.5.2. Monthly Construction Spending Reports.
From the Effective Date until the Completion Deadline, the
University 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 the University
for the EDI Grant Improvements, including a breakdown of those
Construction Costs expended with Fort Worth Certified M/WBE
Companies, all of which shall be organized by line item in accordance
with Exhibits "B-1"and"B-2" hereof.
4.5.3. Employment Reports.
The University shall provide the City with a report on or before
February 1 of 2009, 2010, and 2011 that outlines the number of Full-time
Jobs provided and filled by the University on the Land during the previous
calendar year that were held by individuals residing within the corporate
limits of the City, as evidenced by, without limitation, the zip codes of the
residences of such individuals. If the University fails to provide any such
report, the City will notify the University in writing, and the University
will provide such report within thirty (30) calendar days following receipt
of the written notice. Notwithstanding anything to the contrary herein,
because it is anticipated that all Program Grants owed by the City to the
University will be paid prior to the due date of the first report, the parties
agree that the sole remedy for failure to provide any report required by this
Section 4.5.3 shall be specific performance by the University. Unless this
Agreement is terminated by the City pursuant to Section 7.1, this Section
4.5.3 shall survive termination or expiration of this Agreement.
4.5.4. Other Reports; Mutual Cooperation.
The University shall supply any additional information requested
by the City that is pertinent to the City's evaluation of the University'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
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Grant Agreements to HUD. The University 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 the University, the City shall
have, and the University shall provide or cause to be provided, access to the Land
and any improvements thereon, 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. The University shall cooperate fully with the City
during any such inspection and/or evaluation. Notwithstanding the foregoing, the
University shall have the right to require that any representative of the City be
escorted by the University's designated personnel while on the Land.
4.7. Audits.
The City shall have the right to audit the University's Records at any time
during the Term of this Agreement and for three (3) years thereafter in order to
ensure compliance with this Agreement. The University shall make all Records
available to the City on the Land or at another location in the City following
reasonable advance notice by the City and 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.
Subject to all terms and conditions of this Agreement, the City will pay the
University Program Grants upon completion of various phases of the EDI Grant
Improvements or certain milestones associated with improvements on the Land, as
follows:
5.1. Program Grant Payable for Renovation of Parcel A (TWU Scene
Shop).
Provided that on or before the Completion Deadline the University
submits to the Director (i) Complete Documentation with respect to all EDI Grant
Improvements specified in Exhibit "B-1" for that portion of the Land identified in
Exhibit "A" as Parcel A and (ii) subject to the last sentence of this Section 5.1, a
copy of a temporary or final certificate or certificates of occupancy for the
entirety of the building located on such Parcel A, within fifteen (15) calendar days
following the date of receipt of such Complete Documentation and such
certificate(s) of occupancy the City will pay the University a Program Grant equal
to the lesser of (a) fifty percent (50%) of the Construction Costs expended for
such EDI Grant Improvements, as verified by the City in its review of the
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Complete Documentation submitted, or (b) $470,994.00 of such Construction
Costs. The University will use reasonable efforts to submit Complete
Documentation for the asbestos abatement component of such EDI Grant
Improvements on or before April 30, 2008 and, subject to the last sentence of this
Section 5.1, a copy of the certificate(s) of occupancy and all other Complete
Documentation related to such EDI Grant Improvements on or before September
15, 2008. Notwithstanding anything to the contrary herein, if a temporary
certificate of occupancy for the entirety of the building located on Parcel A has
not been issued by the Completion Deadline, but all other requirements of this
Section 5.1 have been met by such time, the City will proceed to pay the
University the Program Grant authorized by this Section 5.1, provided that the
University contemporaneously deposits funds in an amount equal to the Program
Grant into an escrow account of the City pursuant to and in accordance with an
Escrow/Pledge Agreement substantially in the same form as that attached hereto
as Exhibit "F", which Escrow/Pledge Agreement shall provide that the escrow
agent shall release all escrowed funds to (i) the University, if the University
provides copies of a final (and not temporary) certificate or certificates of
occupancy for the entirety of the building located on Parcel A to both the Director
and the escrow agent on or before January 15, 2009, or (ii) the City, if the
University fails to provide copies of such final certificate(s) of occupancy to the
Director and the escrow agent by January 15, 2009, in which case the University
shall waive any claim to such funds.
5.2. Program Grant Payable for Completion of Demolition,
Environmental Remediation, and Roof Repairs and Improvements for
Parcels B, C, D, F, and G.
Provided that on or before the Completion Deadline the University
submits to the Director Complete Documentation with respect to all EDI Grant
Improvements specified in Exhibit "B-2" that are associated with demolition,
environmental remediation, and roof repairs and improvements for those portions
of the Land identified in Exhibit "A" as Parcels B, C, D, F and G, within fifteen
(15) calendar days following the date of receipt of such Complete Documentation
the City will pay the University a Program Grant equal to the lesser of (i) fifty
percent (50%) of the Construction Costs expended for such EDI Grant
Improvements, as verified by the City in its review of the Complete
Documentation submitted, or (ii) $220,000.00 of such Construction Costs. The
University will use reasonable efforts to submit such Complete Documentation on
or before April 1, 2008.
5.3. Program Grant Payable for Facade and Storefront Renovations
Associated with Parcels B, C, D, F, and G.
Provided that on or before the Completion Deadline the University
submits to the Director Complete Documentation with respect to all EDI Grant
Improvements specified in Exhibit "B-2" that are associated with the renovation
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of all facades and storefronts for those portions of the Land identified in Exhibit
"A" as Parcels B, C, D, F, and G, within fifteen (15) calendar days following the
date of receipt of such Complete Documentation, the City will pay the University
a Program Grant equal to the lesser of(i) fifty percent (50%) of the Construction
Costs expended for such EDI Grant Improvements, as verified by the City in its
review of the Complete Documentation submitted, or (ii) $175,677.00 of such
Construction Costs. The University will use reasonable efforts to submit such
Complete Documentation on or before June 1, 2008.
5.4. Program Grant Payable for Facade and Storefront Renovations
Associated with Parcel E.
Provided that on or before June 1, 2008 the University submits to the
Director Complete Documentation with respect to all those EDI Grant
Improvements specified in Exhibit `B-2" that are associated with the renovation
of facades and storefronts for that portion of the Land identified in Exhibit"A" as
Parcel E, within fifteen (15) calendar days following the date of receipt of such
Complete Documentation, the City will pay the University a Program Grant equal
to the lesser of (i) one hundred percent (100%) of the Construction Costs
expended for such EDI Grant Improvements, as verified by the City in its review
of the Complete Documentation submitted, or (ii) $35,163.00 of such
Construction Costs. If the University fails to submit such Complete
Documentation on or before June 1, 2008, the University will not be entitled to
receive any portion of the Program Grant payable pursuant to this Section 5.4.
5.5. Program Grant Payable for Facade and Storefront Renovations
Associated with Parcel H.
Provided that on or before June 1, 2008 the University submits to the
Director Complete Documentation with respect to all those EDI Grant
Improvements specified in Exhibit `B-2" that are associated with the renovation
of facades and storefronts for that portion of the Land identified in Exhibit"A" as
Parcel H, within fifteen (15) calendar days following the date of receipt of such
Complete Documentation, the City will pay the University a Program Grant equal
to the lesser of (i) one hundred percent (100%) of the Construction Costs
expended for such EDI Grant Improvements, as verified by the City in its review
of the Complete Documentation submitted, or (ii) $12,698.00 of such
Construction Costs. If the University fails to submit such Complete
Documentation on or before June 1, 2008, the University will not be entitled to
receive any portion of the Program Grant payable pursuant to this Section 5.5.
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5.6. Program Grant Payable Upon Completion of Building on Parcel B.
Provided that on or before the Completion Deadline the University
submits to the Director (i) a copy of a certificate or certificates of occupancy,
whether temporary or final, for at least 2,500 square feet of space for use as the
University's bookstore (or another use that the Director has approved in writing in
accordance with Section 4.1.1) within the building located on that portion of the
Land identified in Exhibit "A" as Parcel B, (ii) Complete Documentation with
respect to all EDI Grant Improvements specified in Exhibit `B-2" that are
associated with that portion of the Land identified in Exhibit "A" as Parcel B, and
(iii) a written statement signed by an authorized representative of the University
that such tenant finish-outs are acceptable to the University, within fifteen (15)
calendar days following the date of receipt of such certificate(s) of occupancy,
such Complete Documentation, and such written statement the City will pay the
University a Program Grant equal to the lesser of (i) fifty percent (50%) of the
Construction Costs expended for such EDI Grant Improvements (but specifically
excluding any Construction Costs expended for demolition, environmental
remediation, and roof repairs and improvements on such Parcel B that were
counted in the calculation of the Program Grant paid pursuant to Section 5.2 and
for fayade improvements and storefront renovations on such Parcel B that were
counted in the calculation of the Program Grant paid pursuant to Section 5.3), or
(ii) $46,680.00 of such Construction Costs. Notwithstanding anything to the
contrary herein, if a temporary certificate of occupancy for at least 2,500 square
feet of space for use as the University's bookstore (or another use that the
Director has approved in writing in accordance with Section 4.1.1) within the
building located on Parcel B has not been issued by the Completion Deadline, but
all other requirements of this Section 5.6 have been met by such time, the City
will proceed to pay the University the Program Grant authorized by this Section
5.6, provided that the University contemporaneously deposits funds in an amount
equal to the Program Grant into an escrow account of the City pursuant to and in
accordance with an Escrow/Pledge Agreement substantially in the same form as
that attached hereto as Exhibit 'F", which Escrow/Pledge Agreement shall
provide that the escrow agent shall release all escrowed funds to (i) the
University, if the University provides copies of a final (and not temporary)
certificate or certificates of occupancy for at least 2,500 square feet of space for
use as the University's bookstore (or another use that the Director has approved in
writing in accordance with Section 4.1.1) within the building located on Parcel B
to both the Director and the escrow agent on or before January 15, 2009, or (ii)
the City, if the University fails to provide copies of such final certificate(s) of
occupancy to the Director and the escrow agent by January 15, 2009, in which
case the University shall waive any claim to such funds.
r,
Page 13 °f Icl-I it IiSMORD
Economic Development Program Agreement 12
a ^,
between City of Fort Worth and Texas Wesleyan University
5.7. Source of Program Grants; Program Cap and Allocation Limitations.
Notwithstanding anything to the contrary herein, it is understood and
agreed that all Program Grants paid pursuant to this Agreement exclusively shall
come from currently available general revenues of the City and shall be paid only
in accordance with and subject to the terms and conditions of the Grant
Agreements. In no event shall the City be obligated to pay Program Grants in an
aggregate amount greater than the aggregate amount of the EDI Grant Funds. In
addition, in no event shall the City be obligated to pay Program Grants for EDI
Grant Improvements in excess of the amounts authorized by and in accordance
with the Grant Agreements. Further, in no event shall more than twenty percent
(20%) of the aggregate Program Grants paid hereunder be based, collectively, on
the following 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 identified by HUD.
6. EXPEDITED INSPECTIONS BY THE CITY.
The City hereby agrees to use its best efforts to expedite inspections by City
personnel of the EDI Grant Improvements that are required by applicable law.
7. DEFAULT AND TERMINATION.
7.1. Failure to Complete Any EDI Grant Improvements.
If the City determines that no EDI Grant Improvements were completed
by the Completion Deadline, the City shall have the right to terminate this
Agreement effective immediately upon provision to The University of written
notice of such intent.
7.2. Failure to Submit Reports.
If the University fails to submit any report required by Sections 4.5.1,
4.5.2, or 4.5.4, the City shall notify the University in writing and the University
shall have thirty (30) calendar days from the date of receipt of the written notice
or until September 15, 2008, whichever date is earlier, to submit any such report
to the City. If the University fails to submit any such report within such time, the
City will have the right to terminate this Agreement effective immediately upon
provision to the University of written notice of such intent. Notwithstanding
Page 14
Economic Development Program Agreement
between City of Fort Worth and Texas Wesleyan University
anything to the contrary herein, the City will not be required to pay any Program
Grant during the time that a report required by Sections 4.5.1, 4.5.2, or 4.5.4 is
past due.
7.3. In General.
Subject to Sections 7.1 and 7.2 and unless specifically provided otherwise
in this Agreement, the University shall be in default under this Agreement if the
University breaches any term or condition of this Agreement. In the event that
such a breach remains uncured after thirty (30) calendar days following receipt of
written notice by the City referencing this Agreement (or, if the University 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 the University.
7.4. By Mutual Agreement.
The parties may terminate this Agreement by mutual written agreement.
8. INDEPENDENT CONTRACTOR.
It is expressly understood and agreed that the University shall operate as an
independent contractor in each and every respect hereunder and not as an agent,
representative or employee of the City. The University shall have the exclusive right to
control all details and day-to-day operations relative to the Land and the EDI Grant
Improvements and shall be solely responsible for the acts and omissions of its officers,
agents, servants, employees, contractors, subcontractors, licensees and invitees. The
University acknowledges that the doctrine of respondeat superior will not apply as
between the City and the University, its officers, agents, servants, employees, contractors,
subcontractors, licensees and invitees. The University further agrees that nothing in this
Agreement will be construed as the creation of a partnership or joint enterprise between
the City and the University.
9. INDEMNIFICATION.
THE UNIVERSITY 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
THE UNIVERSITY'S BUSINESS AND ANY RESULTING LOST PROFITS)
Page 15
Economic Development Program Agreement
between City of Fort Worth and Texas Wesleyan University
AND/OR PERSONAL INJURY, INCLUDING DEATH, THAT MAY RELATE TO,
ARISE OUT OF OR BE OCCASIONED BY (i) THE UNIVERSITY'S BREACH OF
ANY OF THE TERMS OR PROVISIONS OF THIS AGREEMENT OR (ii) ANY
NEGLIGENT ACT OR OMISSION OR INTENTIONAL MISCONDUCT OF THE
UNIVERSITY, 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 SHALL 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 THE UNIVERSITY AND CITY,
RESPONSIBILITY, IF ANY, SHALL BE APPORTIONED COMPARATIVELY IN
ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS.
10. NOTICES.
All written notices called for or required by this Agreement shall 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: University:
Attn: Director Attn: William Bleibdrey
Economic and Community Dev. Dept. Texas Wesleyan University
1000 T'hrockmorton St. 1201 Wesleyan Street
Fort Worth, TX 76102 Fort Worth, TX 76105
Phone: 817-392-6103 Phone: 817-531-6579
with a copy to:
Attn: City Attorney
City Attorney's Office
1000 Throckmorton St.
Fort Worth, TX 76102
11. ASSIGNMENT AND SUCCESSORS.
The University may not assign, transfer or otherwise convey any of its rights and
obligations under this Agreement to another party without the written consent of the City,
which consent shall not unreasonably be withheld or delayed, conditioned on prior
execution by the proposed assignee or successor of a written agreement with the City
Page 16
Economic Development Program Agreement
between City of Fort Worth and Texas Wesleyan University
under which the proposed assignee or successor agrees to assume all covenants and
obligations of the University under this Agreement. Any lawful assignee or successor in
interest of the University under this Agreement shall be deemed the "University" for all
purposes under this Agreement.
12. COMPLIANCE WITH LAWS, ORDINANCES, RULES AND
REGULATIONS.
This Agreement will be subject to, and the parties hereto 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. Chapter
2264, Texas Government Code, relating to restrictions on the use of certain public
subsidies (House Bill 1196, 80th Legislature) does not apply to this Agreement because
the incentives provided pursuant to this Agreement were applied for prior to September 1,
2007.
13. GOVERNMENTAL POWERS.
It is understood that by execution of this Agreement, the City does not waive or
surrender any of it governmental powers.
14. 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.
15. 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 shall be construed in accordance with the
laws of the State of Texas.
16. NO THIRD PARTY RIGHTS.
THE PROVISIONS AND CONDITIONS OF THIS AGREEMENT ARE
SOLELY FOR THE BENEFIT OF THE CITY AND THE UNIVERSITY, AND ANY
LAWFUL ASSIGN OR SUCCESSOR OF THE UNIVERSITY, AND ARE NOT
Page 17
Economic Development Program Agreement
between City of Fort Worth and Texas Wesleyan University
INTENDED TO CREATE ANY RIGHTS, CONTRACTUAL OR OTHERWISE, TO
ANY OTHER PERSON OR ENTITY, INCLUDING TO ANY PERSONS OR
ENTITIES CONTRACTING OR PARTNERING WITH THE UNIVERSITY TO
CONSTR UCT THE EDI GRANT IMPROVEMENTS.
17. FORCE MAJEURE.
Subject to the definition of"Completion Deadline" in Section 2, it is expressly
understood and agreed by the parties to this Agreement 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.
18. INTERPRETATION.
In the event of any dispute over the meaning or application of any provision of
this Agreement, this Agreement shall be interpreted fairly and reasonably, and neither
more strongly for or against any party, regardless of the actual drafter of this Agreement.
19. CAPTIONS.
Captions and headings used in this Agreement are for reference purposes only and
shall not be deemed a part of this Agreement.
20. ENTIRETY OF AGREEMENT.
This Agreement, including any exhibits attached hereto and any documents
incorporated herein by reference, contains the entire understanding and agreement
between the City and the University 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 parries and approved by the City Council of the City in
an open meeting held in accordance with Chapter 551 of the Texas Government Code.
21. COUNTERPARTS.
This Agreement may be executed in multiple counterparts, each of which shall be
considered an original, but all of which shall constitute one instrument.
Page 18 ��� '.� ti$Moo
Economic Development Program Agreement
between City of Fort Worth and Texas Wesleyan University
"h. as TEL
EXECUTED as of the last date indicated below:
CITY OF FORT WORTH: APPROVED AS TO FORM AND
LEGALITY:
By: By:
Tom Higgins 4G Peter Vaky
Acting Assistant City Manager Assistant City Attorney
Date: 13 :5 ` 6) � M & C:
ATTEST:
By: fh
City Secretary
TEXAS WESLEYAN UNIVERSITY:
Name: GJ.i4 -
Title: SiL ✓? 440ne,0 SM'-7.4�
Date:
ATTEST:
Page 19 v ���1:-.L 1: C 12,
Economic Development Program Agreement
between City of Fort Worth and Texas Wesleyan University v d b C L l�LS U
EXHIBITS
"A"—Depiction/Description of the Land
"B"—Description of EDI Grant Improvements
"C"—Use of General Purpose Facility at 3201 East Rosedale Street
"D"—Security Route
"E"—M/WBE Bidding Process
"F"—Escrow Pledge Agreement
Economic Development Program Agreement
between City of Fort Worth and Texas Wesleyan University
GJ D
nna
Exhibit "A"
_ Depiction/Description of the Land
Cr
W:
wTor AFwrl T
Mir
_1 •� E ■ FAGk
;BjC D fa Y !�
e
Lenal Description, Address/Ownership and Proposed Use
Polytechnic Heiahts Addition
A = Block 16 Lot 12 4 3021 E. Rosedale I Texas Wesleyan University: proposed use Gallery space, community meeting room, coffee
shop and temporary space for TWU Business Incubator
B = Block 29 Lot 4 4 3008 E. Rosedale/Rosedale Land Holdings, LLC: proposed use TWU Bookstore
C = Block 29 Lot 3 4 3012 E. Rosedale/Rosedale Land Holdings, LLC:proposed use Retail
D = Block 29 Lots 1 & 2 4 3016 E. Rosedale/Rosedale Land Holdings, LLC: proposed use Retail/Restaurant
E = Block 28 Lot 8 4 3100 E. Rosedale I Paul L. Meadows: proposed favade renovation
F = Block 28 Lot 7, Block 28 E Pt Lot 7 4 3106 E. Rosedale I Rosedale Land Holdings, LLC: proposed fagade renovation
G = Block 28 Lot 6 4 3110 E. Rosedale I Rosedale Land Holdings, LLC: proposed favade renovation
H = Block 28 Lot 5,W% Block 28 4 3114 E Rosedale/Rosedale Land Holdings, LLC: proposed favade renovation
E%5 Block 28 4 3116 E. Rosedale I Albert Sr. etux Fay Woolridge: proposed fagade renovation
Poly
1
I �I
s� 5j 4 3 1 2 1 Texas Wesleyan
University TR 1A1
1.0 AC V
.�C
9 1J 11 12
L
Rosedale
c i i
6 5 4 3 2-�- 1 >, J 17 6 r 8 �- 7 6 5 _ 4 3 2 1
128
1R
7.- 8 9 10 11 12 9 ic 11 9 10 11 12 13 14 15 16
Exhibit "B-1"
BYM
THOS. S. BYRNE, LTD.
GENERAL CONTRACTORS
Poet fA OM-DWA-kwx•SAN A nOW
November 16, 2007
Steve Roberts �� �V
Associate Vice President for US
Administrative Services and Human Resources l
Texas Wesleyan University ,(
1201 Wesleyan
Fort Worth,TX 76105-1536
Reference: Rosedale Corridor/Scene Shop Renovation
Texas Wesleyan University �(W
Dear Steve: `
Please find enclosed our estimate summary sheet for the above referenced project. Our estimate
is based upon Gideon Toal's schematic evaluations and floor plan received November 15, 2007.
We have also attached the previous budget summary for the Rosedale Corridor improvements
project(buildings on the south side of Rosedale).In the far right column,we have highlighted a
component breakdown for the potential improvements of the building facades. As you can see,
the preliminary budget amount of$225,000 can be quickly utilized in these improvements.
We look forward to meeting with you to review these estimates. If you need further information,
please contact me at(817)335-3394.
Best Regards,
Keith Muskrat
Sr. Vice President
Thos. S. Byrne, Ltd, i
C: Rick Rogers
Elias Najjar
i
900 Summit Ave.,Fort Worth,TX 76IO2
Ph: 817/335-3394 Fax: 817/877-5507
EIGHT DECADES OF EXCELLENCE
BYM 900 SUMMIT AVENUE
FORT WORTH,TEXAS 76102
THOs, S.BYRNE, LTD. 817/335-3394
GENERAL CONTRACTORS METRO 817/429-0452
Fo.,W--D.w,-Am,.•S.Know FAX 817/877-55D7
COST ESTIMATE SUMMARYSHEET
Scene Shop Renovation
BULL- !7 ! nIC " ,r 3021 E7 (Z-OSEDAzE-
r cv u 5C 6-fliF S hLoP
Date: 11/16/2007 Building Square Feet: 4,976
. d Pack ge Descrip ion
:General Conditions $101,987 $ 20.50
::Demolition $20,000 $ 4.02
•'Site Concrete $15,000 $ 3.01
:Landscaping& Irrigation $8,500 $ 1.71
:Site Lighting $4,500 $ 0.90
:Ramp $24,000 $ 4.82
:Masonry $7,500 $ 1.51
:Structural Steel $10,000 $ 2.01
?Roofing&Skylights $40,000 $ 8.04
:Glass&Glazing $33,750 $ 6.78
:Hollow Metal Doors $2,120 $ 0.43
:Doors&Frames $3,600 $ 0.72
:Hardware $1,484 $ 0.30
:Rough Carpentry $1,500 $ 0.30
:Millwork $22,800 $ 4.58
:Drywall $50,880 $ 10.23
:Ceramic Tile $6,095 $ 1.22
:Ceilings $13,250 $ 2.66
:Painting $22,960 $ 4.61
:Flooring $18,400 $ 3.70
:Fire Extinguishers $840 $ 0.17
;Toilet Accessories $2,650 $ 0.53
:Fire Protection $23,850 $ 4.79
:Plumbing $37,100 $ 7.46
1 HVAC $132,500 $ 26.63 j
:Electrical $79,500 $ 15.98
I
�Y $
'1� r .. ._: ..
ai w 5zb0 ,� L4,T6&t$ti3r6 _
Impact Fee&Building Permit 0.00%D $
I
CGL& Umbrella Insurance 0.00% $ -
Fee 5.00% $34,238 $ 6.88
Cots, ' ,;: a�5}$719YQ0 $ 1449u
t, x w,
Preconstruction Fee,lump sum 0.00% $ -
IT D.00% $ -
Contingency 1D.00% $71,900 $ 14A5
11/16/2007 Page 1 Summary Sheet
i
BUDGET SUMMARY
Building ` Partial EDl Grant Funding
Address Square Footage Description Facade r Roof WC Toilets Remaining Renovation New Cost Comments Stgefrdiit 1V�asonry ,Painf
F nonty�tf) Priority rig Priority#3 Cost
3000 3,984 SF Freestanding Bldg. r9s9p1 $51,083 1 J $27,216 11 $212,063 $358,560 mar $1 324c3 7�0 ,w $31710;
3004-3006 SF Empty Lot ParlaPgncluded in Remaining Costs of 3008 E.Rosedale $0 ;? _ `
3008 4,250 SF W.End Building #$55 5 $79,923 $25,541 $221,649 $382,5003$`0p2 3710 + r$3 5bp i
3012 3,625 SF Attached Building $46 56I= $76,417 $25,541 $150,088 $326,250 $14y_ , $3,71p> 710
3016-3018 4,447 SF Attached Building 5 12 $45,556 $31571 $183,500 $400,230 �?T 28f :�1p � 3 7�Ygj°;
3020 3,625 SF E.End Building j$43t211 $42 206 $25 541 $162,484 $326,250 $171k2Q� $3 7Ip '- ar/10
3100 5,375 SF W.End Hardware 3; $98,000 new masonry
3106-3108 2,248 SF Attached Building $31,822 $28,891 $124,259 $202,320
3110-3112 3,750 SF Attached Building �� $& $46,092 $29,916 $132,350 $337,500 9 753 k1• st� S{3�65
3114 1,886 SF Attached Building + $23,113 $25,541 $93,638 $226,320 � 95 r $2,120t ins 1i" 4
3116 1,886 SF E.End Building $50,000 C $ 950 i r t
Totals 23,831 SF Cost for Owned dr Co
"4�{64 $396,211 $219,759 $1,280,032 #NBNN $2,707,930
i2 711NON."
193a 15Q g $4237 ¢q
c $__�
w/cont ' s�,, ,?z i `,'�,8,',`�6
EIGHT DECADES OF EXCELLENCE
B 900 SUMMIT AVENUE
FORT WORTH,TEXAS 78102
THOS. S. BYRNE, LTD. 817/335-3394
GENERAL CONTRACTORS METRO 817/429-0452
fart Wom"-Nun-Awsm-$a Awmw FAX 817/877-5507
COST ESTIMA TE SUMMARY SHEET
Scene Shop Renovation
Date: 1111612007 Building Square Feet: 4,976
BP# Bid Package Description CurrentCost Current'Cos
Total $790,905 $ 158.94
Add for Payment&Performance Bond
11/16/2007 Page 2 Summary Sheet
TSC Poly Retail Project Scope of Services 2/29/2008
Exhibit`B-2"
Work to be completed by address:
3008 & 3010 (Building B)
■ Remove existing signage
■ Repair/replace black and white veneer over existing brick
■ Remove metal bars from windows and doors
■ Clean, repair and, tuck-point brick
■ Clean, repair, and seal parapet capstone
■ Clean existing cornice and replace complimentary piece at right side of building
■ Repair and/or replace window/door frames and sashes, remove old paint and chemical
residue, and repaint
■ Replace existing glass with insulated glass panels
■ Repair damaged portions of interior flooring system and re-finish
■ Repair/replace damaged structural members and underlayment at roof
■ Repair damaged waterproof membrane, flashing, counter-flashing at roof,roof edge,
and roof penetrations.
■ Repair damaged roof by patching and replacing missing parts with new pieces similar
in strength, composition,texture, and color
■ Sufficiently size scuppers, install new conductor heads and downspouts to replace
existing or missing fixtures
3012 & 3014 (Building C)
■ Clean, repair and secure existing attached signage
■ Clean, repair and tuck-point brick
• Clean, repair, and paint existing eave, eave support, and gutter
■ Repair and/or replace window/transom door frames and sashes, remove old paint and
chemical residue, and repaint
■ Replace broken or missing glass with temporary painted MDF infill panels
■ Install appropriate doors to match window system
■ Clean, seal, and replace broken or missing roof tiles. Match material,composition,
strength,texture, and color of existing
■ Repair/replace damaged structural members and underlayment at roof
■ Repair damaged waterproof membrane, flashing, counter-flashing at roof,roof edge,
and roof penetrations.
■ Repair damaged roof by patching and replacing missing parts with new pieces similar
in strength, composition,texture, and color
■ Sufficiently size scuppers, install new conductor heads and downspouts to replace
existing or missing fixtures
■ Remove existing shed at rear of building
■ Repair/restore existing sign stored on roof and maintain above frontage
3016 & 3018 & 3020 (Building D)
■ Restore existing signage to original location - Secure
Page 1 of 4
TSC Poly Retail Project Scope of Services 2/29/2008
■ Remove metal bars from front windows and doors
■ Remove existing awning
■ Clean, repair, and seal grade beam
■ Clean, repair and,tuck-point brick
■ Clean, repair, and seal parapet capstone
■ Install appropriate canopy at red brick portion of 3016 &3108
■ Demolish wood enclosure at building side and replace with appropriate guardrail
height enclosure to match building architecture
■ Repair ramp at building side (replace with stair if not accessible) and add code
compliant handrail
■ Repair and/or replace window/door frames and sashes, remove old paint and chemical
residue, and repaint
■ Replace broken or missing glass with temporary painted MDF inf ill panels
■ Remove panel from bulkhead and replace with brick to match rest of building
• Repair/replace damaged structural members and underlayment at roof
■ Repair damaged waterproof membrane, flashing, counter-flashing at roof,roof edge,
and roof penetrations.
■ Repair damaged roof by patching and replacing missing parts with new pieces similar
in strength, composition,texture, and color
3100 & 3104 (Building E)
■ Clean and repair existing signage above front parapet—Remove additional signage
■ Clean and paint/seal brick and/or masonry units
■ Clean and repair existing window frame system
■ Replace damaged existing window panels with new panels of similar or same
material
■ Remove all metal corrosion
■ Clean bulkheads and piers with water and a detergent using bristle brushes
■ Paint metal security bars at doors
3106& 3108 (Building F)
■ Remove existing signage
■ Clean, repair and,tuck-point brick
■ Repair and/or replace window/door clerestory frames and sashes, remove old paint
and chemical residue, and repaint
■ Replace broken or missing glass with temporary painted MDF infill panels
■ Remove paint and chemical residue from bulkheads, and repaint
■ Repair/replace damaged structural members and underlayment at roof
■ Repair damaged waterproof membrane, flashing, counter-flashing at roof, roof edge,
and roof penetrations.
■ Repair damaged roof by patching and replacing missing parts with new pieces similar
in strength, composition,texture, and color
■ Demolish worn rail and landing at rear of building—Replace with code compliant
stair, landing and rail
■ Secure crawl space at real of building
-APR
Page 2 of 4
TSC Poly Retail Project Scope of Services 2/29/2008
3110 & 3112 (Building G)
■ Remove existing signage
■ Clean, repair,tuck-point, and paint brick
■ Remove metal bars from windows at building front
■ Remove mail boxes
• Remove window a/c units
■ Demolish old real and install code compliant rail at stair and landing
■ Clean, repair, and seal parapet capstone
■ Repair and/or replace window/door clerestory frames and sashes, remove old paint
and chemical residue, and repaint
■ Replace broken or missing glass with temporary painted MDF infill panels
■ Install tile finish at storefront sill
■ Repair/replace damaged structural members and underlayment at roof
• Repair damaged waterproof membrane, flashing, counter-flashing at roof, roof edge,
and roof penetrations.
■ Repair damaged roof by patching and replacing missing parts with new pieces similar
in strength, composition,texture, and color
■ Install new conductor heads and downspouts at existing location
3114 (Building H 1/2)
■ Remove existing signage
■ Clean, repair,tuck-point, and paint brick
■ Remove metal bars from windows at building front
■ Remove mail box
■ Clean, repair, and seal parapet capstone
■ Repair and/or replace window/transom door frames and sashes, remove old paint and
chemical residue, and repaint
■ Replace broken or missing glass with temporary painted MDF infill panels
■ Install new conductor heads and downspouts at existing locations
■ Secure crawl space at real of building
■ Demolish existing rail at building rear and replace with code compliant rail at stair
and landing
■ Repair/replace damaged structural members and underlayment at roof
■ Repair damaged waterproof membrane, flashing, counter-flashing at roof, roof edge,
and roof penetrations.
■ Repair damaged roof by patching and replacing missing parts with new pieces similar
in strength, composition,texture, and color
3116 (Building H '/2)
■ Remove existing signage
■ Clean, repair,tuck-point, and paint brick
■ Remove metal bars from windows at building front
■ Remove halogen light at 3116
■ Remove mail box
■ Clean, repair, and seal parapet capstone
Page 3 of 4
TSC Poly Retail Project Scope of Services 2/29/2008
■ Repair and/or replace window/transom door frames and sashes, remove old paint and
chemical residue, and repaint
■ Replace damaged existing window panels with new panels of similar or same
material
Page 4 of 4
Exhibit v,
TEXAS WESLEYAN UNIVERSITY
ROSEDALE CORRIDOR REHABILITATION AND
DEVELOPMENT
PROJECT DESCRIPTION
GENERAL CONCEPT
Texas Wesleyan University recognizes its position as the primary and most viable
driver for neighborhood and economic rehabilitation and development along the East
Rosedale Corridor near the University campus. The University has two separate but
equally critical goals in accomplishing this plan: 1) Improve the appearance of the area
that has become the "front door" to the University, and 2) Ignite economic development
along the Rosedale corridor adjacent to the campus. Only through the achievement of
both of these aims can the University truly create lasting value for itself and for the
community. As such, the University has prepared this general plan in partnership with
TownSite Development to renovate and develop a 2-block area along Rosedale
comprising the 3000 and 3100 blocks.
To accomplish the rehabilitation and redevelopment goals, Texas Wesleyan has
agreed to partner with the TownSite Company,through its principals Philip Poole and
Don Scott. The Company has extensive experience in the redevelopment of central city
commercial properties.
Activities that will occur include property acquisition, renovation of existing
properties including fagade improvements and building rehabilitation, improvement of
streetscapes and the preparation and development of commercial buildings.
All aspects of these projects are based on general University goals to improve and
stabilize properties near the historic campus. Each specific aspect of the project must be
approved by University management and its Board of Trustees.
1
PROJECT DESCRIPTION
Texas Wesleyan owns the property at 3201 Rosedale, which is on the northwest corner of
Rosedale and Wesleyan. This facility currently houses the university's scene shop for its
theater productions. The building currently is simply a warehouse space with boarded
windows facing Rosedale and Wesleyan, and is in a general state of disrepair. The
university will relocate its scene shop and rehabilitate the historic building into a general
purpose facility housing an art gallery,a community center to be used for meeting space,
as a temporary home for the Texas Wesleyan Business Incubator(to be run by its School
of Business), and a coffee shop. Attached is an artist's conception of this property.
Gallery/Community Meeting Space- Preliminary plans call for use of
approximately 2500 square feet, or roughly half of the building's existing space, to be
renovated for gallery and meeting space. Designed to expand the available meeting and
conference space on campus, the room will be used by the university community and will
be available for free use by the stakeholders in the Polytechnic/Wesleyan Education
Corridor. Depending on event requests, the University may charge a nominal set-up/
cleanup fee. The University anticipates that the primary activities in the new space would
include campus organization meetings, neighborhood meetings, informational seminars
and special neighborhood events sponsored by the University, Polytechnic area
neighborhood groups, Tarrant County and the City of Fort Worth.
Business Incubator- The University's School of Business will utilize space in the
building on an interim basis until permanent facilities become available during a
subsequent phase of the Rosedale Corridor redevelopment. When the Incubator program
eventually relocates, the space will be absorbed into the meeting/conference uses already
in place. The structure of the incubator program will be developed by the School of
Business with input from University, neighborhood and city-wide stakeholders.
Depending on the level of support requested, and based on the individual needs of local
entrepreneurs, some fees may be associated with the program. Among the free services
under consideration are community workshops, cooperative programming with the
Business Assistance Center and service referrals.
Coffee Shop- The primary customer base for the coffee shop is the university and
campus community, however, services will be available to those members of the greater
community during events and activities open to the public. A primary goal of the overall
redevelopment plan is to encourage new businesses to open along the commercial
corridor, including a retail coffee shop fully equipped to serve the public.
The properties on the south side of the two blocks of East Rosedale facing the University
campus have mixed ownership. Each of the properties will either be under the
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management and control of the Townsite Co. or will have an agreement in place with the
Townsite Co. regarding the rehabilitation work completed through this grant program.
The facility at the southeast comer (3100, 3104 Rosedale) is operated as Burge
Hardware store by Mr. Paul Meadows. The store is the oldest business operating in
Polytechnic Heights and one of the oldest in the city. The building is eligible to have its
facade re-done to match the appearance of the balance of the redeveloped two-block area.
The property at 3114/3116 Rosedale is currently owned by Paul Howard. The
University has met with Mr. Howard,who will be developing the property into a
commercial enterprise with community partners. This facility will also be eligible for
facade improvements.
The balance of the properties in these two blocks is under the management of the
TownSite Co. Mr. Poole and Mr. Scott have committed to the phased development of
these commercial buildings, which include the following addresses: 3008 through 3020,
and 3106 through 3112.
In order to support the initial development project, the University will commit to
relocating its bookstore, currently located on the campus, to 3020 Rosedale,the first of
the planned rehabilitations. With an immediate occupancy by the bookstore, a known,
successful enterprise will be the seed business to encourage further development.
USE OF HUD EDI FUNDS:
There are two EDI grants available. One for$223,538.00 will fund the facade
renovations, while the second for$737,674.00 will be used for building renovations.
The EDI funds will be granted to Texas Wesleyan for the purpose of community
revitalization and in conformance with the several development plans completed by the
University, the City of Fort Worth, and community stakeholders since the corridor's
designation as the state's pilot Urban Main Street Project.
PROJECT SPENDING
TEXAS WESLEYAN:
3201 Rosedale: Rehabilitation cost estimate from T.S. Byrne construction on
11/16/2007: $950,000. This results in a 1:1 dollar match with the EDI funds used by
Wesleyan.
TO WNS ITE:
Total estimated fagade renovations and building rehabilitation: $2,000,000. This
results in a 3:1 dollar match with the EDI funds used by TownSite.
TEXAS WESLEYAN CONTRIBUTION FOR BOOKSTORE:
The University will commit to relocating its bookstore and waiving its share of
commission income from the bookstore (the bookstore is operated by Follet, Inc.) for a
period of three years. At approximately $50,0001 year, this amounts to a$150,000
contribution that Follet can use to reimburse TownSite through lease payments.
Texas Wesleyan will also make an "in-kind" contribution to this project through
the extension of its security force to include the project area, adding routine security
coverage to the two square block area surrounding properties on the south side of
Rosedale. The additional cost contributed by Wesleyan is estimated at$75,000.
TEXAS WESLEYAN TOTAL FINANCIAL COMMITMENT: $695,000.
TEXAS WESLEYAN MATCH TO EDI FUNDS: 1.5:1 ($650,000/$470,000)
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PROJECT TIMING
Upon agreement by the city to grant the EDI funds for this project, Texas
Wesleyan will begin rehabilitation of 3201 Rosedale. It is estimated that this phase of the
project will start January 2008, and is estimated to take 6 months to complete.
In January, TownSite will begin fagade renovation work on the two south blocks
of Rosedale as previously stated, with a completion date of July 2008. At the same time,
TownSite will begin renovation of the bookstore site (3020 Rosedale), with a targeted
completion of September 2008.
TownSite will immediately begin developing funding sources for the non-EDI
funded portion of their work, and will also begin marketing the project to prospective
businesses for locations along Rosedale.
All EDI funds will be spent and accounted for by August 2008.
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ECONOMIC IMPACT
The following are estimated job creation opportunities from this project:
TEXAS WESLEYAN COMMUNITY CENTER AND ART GALLERY:
University employment: 6-8 jobs through managing the gallery and community
center, and through the retail jobs at the coffee shop.
There will be an additional 2 jobs created through running the Business Incubator,
that will start up following the development of the facility.
SOUTH ROSEDALE PROPERTIES:
The jobs created along this strip of buildings will follow the development cycle.
There is expected to be an immediate increase of 2-3 jobs at the bookstore due to its
greater visibility and public access, as well as extended business hours.
Depending on the size, scope and nature of the businesses developed,there should
be 3-6 jobs created per economic enterprise.
TEXAS WESLEYAN SECURITY:
Additional security force to monitor the extended campus, now being defined as
including one block south of Rosedale from Collard St. to Binkley St. will result in
additional security jobs (minimum 2).
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Exhibit "D"
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Exhibit "E"
MWBE Bidding Process
Minority and Women Business Enterprise Provisions:
All bidders shall note that it is the policy of the City of Fort Worth and the U.S. Department of Hou-ing and
Urban Development(HUD) to ensure the full and equitable participation of Disadvantaged / Minority and
Women Business Enterprises (M/WBE) in the procurement of services with a fee of$25,000 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 MWBE participation information shall 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 or doing business in the City's geographic market area at the time of
bid opening. The City's geographic market includes the following nine (9) countries: Tarrant, Parker,
Johnson, Collin, Dallas Denton, Ellis,Kaufman and Rockwall. The MWBE 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)or Texas Department of Transportation(TXDOT), Highway Division.
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.fortwortli€,ov.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 M/WBEs should be timely (ample time to allow the M/WBEs 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.
Please refer to the following for special instructions to bidders:
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
2) Bid opening date may not occur before the 1 lth work day after submittal deadline date.
• For Example: February 1 and 8, 2008 bids are placed in the newspaper. The earliest submittal
deadline is February 15,2008. Bid opening may also occur as early as February 15,2008.
• Bids will be presented to the public on two consecutive weeks in a major local daily news
publication.
Economic Development Program Agreement
between City of Fort Worth and Texas Wesleyan University
EXHIBIT "F"
ESCROW/PLEDGE AGREEMENT
This ESCROW/PLEDGE AGREEMENT ("Agreement") 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 TEXAS WESLEYAN UNIVERSITY (the
"University"), a Texas non-profit corporation.
RECITALS
The following statements are true and correct and form the basis of this Agreement:
A. The City and the University previously entered into that certain Economic Development
Program Agreement on file in the City Secretary's Office as City Secretary Contract No.
(the "EDPA") pursuant to which the University, either on its own or in partnership
with other entities, will renovate or cause renovation of buildings and other improvements in the
3000 and 3100 blocks of East Rosedale Street in the City, and in return the City, leveraging two
(2) Economic Development Initiative grants from the U.S. Department of Housing and Urban
Development, will pay the University certain grants authorized by Chapter 380 of the Texas
Local Government Code (each a "Program Grant"), all as more specifically set forth in the
EDPA.
B. The Program Grant authorized by Section [_] of the EDPA generally requires that a
temporary certificate or certificates of occupancy be issued by September 15, 2008 (the
"Completion Deadline") for [the entirety of/at least 2,500 square feet of space for use as the
University's bookstore(or such other use as approved by the Director in accordance with Section
of the EDPA) within] the building on the Land identified in Exhibit "A" as Parcel fAlBI in
order for the University to qualify for payment of such Program Grant. However, if such
temporary certificate or certificates of occupancy have not been issued by the Completion
Deadline, the EDPA permits the City to pay the University the Program Grant anyway, provided
that the University contemporaneously deposits an amount equal to the Program Grant into an
escrow account of the City, in which case the escrowed funds will be released to the University if
the University submits copies of final (and not temporary) certificates of occupancy in
accordance with Section [_] the EDPA by January 15, 2009 (the "Secured Obligation");
otherwise, the escrowed funds will be retained by the City. This process is to be governed by an
Escrow/Pledge Agreement between the parties.
C. The University has complied with all requirements of Section of the EDPA, but a
temporary certificate or certificates of occupancy for [the entirety of/at least 2,500 square feet of
space for use as the University's bookstore (or such other use as approved by the Director in
accordance with Section of the EDPA) within] the building on the Land identified in Exhibit
"A" as Parcel [AIB1 was not issued by the Completion Deadline. Accordingly, the University
has requested that the City proceed with payment of the Program Grant authorized by such
Section [ ] of the EDPA, and the University is willing to deposit an amount equal to such
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Escrow Agreement between Kimbell,Inc.,
City of Fort Worth and Chase Escrow Agent of Texas,N.A.
Program Grant into an escrow account of the City for distribution in accordance with the EDPA
and this Agreement.
Agreement
In consideration of the mutual recitals, covenants, promises and obligations contained
herein and in the EDPA, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties agree as follows:
1. APPOINTMENT OF ESCROW AGENT.
The City and the University hereby appoint the City's Finance Director or his or her
authorized designee as escrow agent under this Agreement(the "Escrow Agent").
2. DEPOSIT OF PLEDGED COLLATERAL; INVESTMENT.
Concurrently with the execution of this Agreement, the University shall have delivered to
and deposited with Escrow Agent the sum of $ in immediately available funds,
which is an amount equal to the Program Grant paid by the City to the University pursuant to
Section of the EDPA. This sum shall be referred to in this Agreement as the "Pledged
Collateral". Escrow Agent shall segregate the Pledged Collateral from other funds of the
University held by Escrow Agent, if any. Subject to and in accordance with the terms and
conditions of this Agreement, Escrow Agent shall receive, hold in escrow, invest and reinvest,
and release or distribute the Pledged Collateral. All interest and other earnings shall from the
time of such earning no longer constitute part of the Pledged Collateral and shall be deposited by
Escrow Agent to the City's general fund.
3. PLEDGE.
As security for the full and punctual occurrence of the Secured Obligation, the University
hereby pledges, assigns and transfers to the City, and hereby grants to the City a security interest
in, the Pledged Collateral, and all rights and privileges pertaining thereto. The security interest
granted and the assignments made by the University to the City hereunder are made as security
only and shall not subject the City or Escrow Agent to, or transfer or in any way affect or
modify, any obligation of the University with respect to any of the Pledged Collateral or any
transaction involving or related to the Pledged Collateral.
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Escrow Pledge Agreement between
City of Fort Worth and Texas Wesleyan University
4. COVENANTS.
4.1. Affirmative Covenants by the University.
The University hereby makes the following "Affirmative Covenants" to the City
for so long as any of the Secured Obligation remains unperformed or uncompleted:
4.1.1. The University shall execute and deliver to the City all assignments,
certificates, supplemental writings and other documents and comply with other
requests that the City reasonably requests in order to evidence and perfect the
City's security interest in the Pledged Collateral.
4.1.2. The University shall furnish the City with additional information related to
the Pledged Collateral that the City may reasonably request.
4.1.3. The University shall notify the City immediately following the
University's receipt of knowledge relating to any claim, action or proceeding
affecting title to the Pledged Collateral or the City's security interest therein.
4.2. Negative Covenants by the University.
Subject to Section 3 of this Agreement, the University hereby makes the
following "Negative Covenants" to the City for so long as any of the Secured Obligation
remains uncompleted:
4.2.1. The University shall not assign or transfer any rights of the University in
the Pledged Collateral.
4.2.2. The University shall not create or allow to be created any lien superior to
the City's security interest in all or any portion of the Pledged Collateral or allow
all or any portion of the Pledged Collateral to be or become subject to any lien.
5. DISBURSEMENT OF PLEDGED COLLATERAL.
5.1. To the University.
If the University performs the Secured Obligation on or before January 15, 2009
(i.e. submits to the Director of the City's Economic and Community Development
Department (the "Director") copies of final (and not temporary) certificates of
occupancy for [the entiretyof/at least 2,500 square feet of space for use as the
University's bookstore (or such other use as approved by the Director in accordance
with Section of the EDPA) withinl the building on the Land identified in Exhibit "A"
as Parcel A/B ), the Director will notify Escrow Agent in writing following confirmation
and Escrow Agent will disburse the Pledged Collateral to the University within three (3)
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Escrow Pledge Agreement between
City of Fort Worth and Texas Wesleyan University
business days thereafter in accordance with written instructions provided by the
University.
5.2. To the City.
If the University does not perform the Secured Obligation on or before January
15, 2009 (i.e. submits to the Director copies of final (and not temporary) certificates of
occupancy for [the entirety of/at least 2,500 square feet of space for use as the
University's bookstore (or such other use as improved by the Director in accordance
with Section of the EDPA) within] the building on the Land identified in Exhibit "A"
as Parcel LA/B]), the City will notify the University and Escrow Agent in writing. If
within three (3) business days following delivery of such notice the University does not
provide the Director with copies of final (and not temporary) certificates of occupancy
issued on or before January 15, 2009 for Ithe entireb� of/at least 2,500 s uq are feet o�
space for use as the University's bookstore (or such other use as approved by the
Director in accordance with Section of the EDPA) within] the building on the Land
identified in Exhibit "A" as Parcel A/B ), Escrow Agent will deposit the Pledged
Collateral into a City fund as directed by the City Manager or designated representative.
If the University does provide the Director with copies of final (and not temporary)
certificates of occupancy issued on or before January 15, 2009 for [the entirety of/at least
2,500 square feet of space for use as the University's bookstore (or such other use as
approved by the Director in accordance with Section of the EDPA) within] the
building on the Land identified in Exhibit "A" as Parcel A/B ), Section 5.1 shall apply.
6. TERMINATION.
This Agreement shall terminate upon disbursement of all the Pledged Collateral in
accordance with this Agreement.
7. NOTICES.
All written notices called for or required by this Agreement shall 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: University:
Attn: Director Ann:
Economic and Community Dev. Dept. Texas Wesleyan University
1000 Throckmorton St.
Fort Worth, TX 76102 Fort Worth, TX
Phone: 817-392-6103 Phone:
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Escrow Pledge Agreement between
City of Fort Worth and Texas Wesleyan University
with a copy to:
Attn: City Attorney
City Attorney's Office
1000 Throckmorton St.
Fort Worth, TX 76102
Escrow Agent:
Attn: Director
Finance Department
1000 Throckmorton St.
Fort Worth, TX 76102
Phone: 817-392-8517
8. ASSIGNMENT.
The University may not assign, transfer or otherwise convey any of its rights and
obligations under this Agreement to another party without the written consent of the City, which
consent shall not unreasonably be withheld or delayed, 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 the University under this
Agreement. Any lawful assignee or successor in interest of the University under this Agreement
shall be deemed the "University"for all purposes under this Agreement.
9. COMPLIANCE WITH LAWS, ORDINANCES, RULES AND REGULATIONS.
This Agreement will be subject to 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.
10. GOVERNMENTAL POWERS.
It is understood and agreed that by execution of this Agreement, the City does not waive
or surrender any of its governmental immunities.
11. NO WAIVER.
The failure of any party to insist upon the performance of any term or provision of this
Agreement or to exercise any right granted herein 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.
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Escrow Pledge Agreement between
City of Fort Worth and Texas Wesleyan University
12. VENUE AND JURISDICTION.
If any action, whether real or asserted, at law or in equity, arises on the basis or because
of all or any portion of this Agreement or the Pledged Collateral, venue for such action shall lie
in state courts located in Tarrant County, Texas or in the United States District Court for the
Northern District of Texas, Fort Worth Division. This Agreement shall be construed under, and
governed by,the laws of the State of Texas.
13. NO THIRD PARTY RIGHTS.
The provisions and conditions of this Agreement are solely for the benefit of the
University and the City, and any lawful assigns or successors thereof, and are not intended to
create any rights, contractual or otherwise, to any other person or entity.
14. SEVERABILITY.
If any provision of this Agreement shall be held to be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in any way be affected or
impaired.
15. FORCE MAJEURE.
The parties shall exercise every reasonable effort to meet their respective obligations as set
forth in this Agreement, but shall not be held liable for any delay in or omission of performance due
to force majeure or other causes beyond their reasonable control, including, but not limited to,
compliance with any government law, ordinance or regulation, acts of God, acts of omission, fires,
strikes, lockouts, national disasters, wars, riots, material or labor restrictions by any governmental
authority, transportation problems and/or any other cause beyond the reasonable control of the
parties.
16. INTERPRETATION.
In the event of any dispute over the meaning or application of any provision of this
Agreement, this Agreement shall be interpreted fairly and reasonably, and neither more strongly
for or against any party, regardless of the actual drafter of this Agreement.
17. CAPTIONS.
Captions and headings used in this Agreement are for reference purposes only and shall
not be deemed a part of this Agreement.
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Escrow Pledge Agreement between
City of Fort Worth and Texas Wesleyan University
18. ENTIRETY OF AGREEMENT.
This Agreement, including any exhibits attached hereto and any documents incorporated
herein by reference, contains the entire understanding and agreement between the University and
the City, and any lawful assigns and successors thereof, 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 all parties.
EXECUTED as of the last date indicated below:
CITY OF FORT WORTH: APPROVED AS TO FORM AND LEGALITY:
By: By:
Tom Higgins Peter Vaky
Acting Assistant City Manager Assistant City Attorney
Date: M & C:
ATTEST:
By:
City Secretary
TEXAS WESLEYAN UNIVERSITY:
By•
game: c,.1 .
Title: S.L V"'o RIV4.-Jd.'� f ^0^1""j t s r,'�r-n o.J
Date:_ Z—'� LOC S
Page 7
Escrow Pledge Agreement between
City of Fort Worth and Texas Wesleyan University
ATTEST:
By:
Page 8
Escrow Pledge Agreement between
City of Fort Worth and Texas Wesleyan University
Page 1 of 2
City of Fort Worth, Texas
Mayor and Council Communication
COUNCIL ACTION: Approved on 12/18/2007
DATE: Tuesday, December 18, 2007
LOG NAME: 17POLYTWUEDI REFERENCE NO.: C-22593
SUBJECT:
Authorize Execution of Economic Development Program Agreement with Texas Wesleyan
University for the Facade Renovation and Redevelopment of Individual Buildings Located within the
3000, 3100, and 3200 Blocks of East Rosedale Street in the Polytechnic/Wesleyan Urban Village
RECOMMENDATION:
It is recommended that the City Council:
1. Authorize the execution of an Economic Development Program Agreement with Texas Wesleyan
University for the fagade renovation and redevelopment of individual buildings located in 3000, 3100, and
3200 blocks of East Rosedale Street in the Polytechnic/Wesleyan Urban Village, subject to non-material
changes agreeable to both the City and Texas Wesleyan University.
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 2007 Comprehensive Plan
and as authorized by Chapter 380 of the Texas Local Government Code.
DISCUSSION:
On September 30, 2003, the City Council authorized execution of two Grant Agreements for receipt of
Economic Development Initiative (EDI) — Special Project Grants in the amounts of $223,538 and $737,674
from the United States Department of Housing and Urban Development for the revitalization of the
PolytechniclWesleyan Urban Village (M&C G-14105 and G-14106). The combined grants total $961,212
and are intended to leverage the private sector investment for the fagade renovation and redevelopment of
buildings in the PolytechniclWesleyan Urban Village, as depicted in the attached map.
The PolytechniclWesleyan project is headed by Texas Wesleyan University (TWU) in partnership with TSC
Poly Retail, LLC.
The fagade renovation and building redevelopment of eligible buildings located in the 3000, 3100, and 3200
blocks of East Rosedale will begin in January 2008. Once a verifiable portion of the project is completed,
TWU will be entitled to receive a Program Grant in an amount equal to an agreed-upon percentage of the
construction costs expended for that portion of the project. The project must be completed by September 1,
2008. In no event will TWU receive aggregate program grants greater than the amount of construction costs
expended for the project or$961,212, whichever is less.
Two additional key factors in the revitalization of the PolytechniclWesleyan Urban Village are the TWU book
store and additional TWU security patrol. The relocation of the TWU book store from the campus to 3020
East Rosedale, which is at the southwest corner of Wesleyan and Rosedale Streets, will act as the anchor
site for the redevelopment. Secondly, the expansion of TWU's security patrol from East Rosedale at the
north, to Avenue G at the south, to Binkley Street at the west, to Collard Street at the east and through the
alley behind the 3000 and 3100 blocks is considered a vital aspect of the revitalization of this area.
Total private investment is estimated at $2.7 million for this project; however, this amount does not include
http://www.cfwnet.org/council_packet/Reports/mc_print.asp 3/3/2008
Page 2 of 2
4
the approximate $1.2 million for the extensive progress being made by TWU on the 3200 block of East
Rosedale that encompasses the addition of a married/family student housing development and the
restoration of the historic Dillow House which includes a community meeting room and the permanent site
for the business incubator.
FISCAL INFORMATION/CERTIFICATION:
The Finance Director certifies that the funds are available in the current operating budget, as appropriated,
in the Grant Fund. The terms of this agreement will provide Texas Wesleyan University with estimated
values of $223,538 and $737,674 for a total of $961,212. The incentives are expected to be less than the
additional revenue received from the incremental taxed paid to the City.
TO Fund/Account/Centers FROM Fund/Account/Centers
GR76 539120 017206886010 $737,674.00
GR76 539120 017206885010 $223,538.00
Submitted for City Manager's Office bx: Dale Fisseler (6140)
Originating Department Head: Tom Higgins (6192)
Additional Information Contact: Cynthia Garcia (8187)
Dolores Garza (2639)
http://www.cfwnet.org/council_packet/Reports/mc_print.asp 3/3/2008