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HomeMy WebLinkAboutContract 41746 (2)CITY SECRETARY CONTRACT NO. �� ECONOMIC DEVELOPMENT PROGRAM AGREEMENT This ECONOMIC DEVELOPMENT PROGRAM AGREEMENT ("Agreement") is entered into by and between the CITY OF FORT WORTH, TEXAS (the "City"), a home rule municipality organized under the laws of the State of Texas, and TTI, Inc. ("TTI"), a Delaware corporation. RECITALS The City and TTI hereby agree that the following statements are true and correct and constitute the basis upon which the City and TTI have entered into this Agreement: A. As recommended by the 2010 Comprehensive Plan, adopted by the City Council pursuant to Ordinance No. 19044-02-2010 (the "Comprehensive Plan"), and in accordance with Resolution No. 3 716-03 -2009, adopted by the City Council on March 10, 2009, the City has established an economic development program pursuant to which the City will, on a case -by -case basis, offer economic incentives 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 employment and other public benefits to be made or invested in the City (the "380 Program"). B. TTI owns property and improvements at 2441 Northeast Parkway (the "Site"), which is located in the City. TTI is a leading authorized distributor of passive, connector, electromechanical and discrete components for industrial, military, aerospace and consumer electronic manufacturers worldwide. TTI uses the Site as its corporate headquarters and currently provides four hundred thirty (430) jobs at the Site. C. Due to infrastructure shortcomings in the vicinity of the Site and for other reasons, TTI has considered the relocation of its corporate headquarters to a site outside of the City. In return for TTI's commitment to continue to use the Site as its Corporate Headquarters (as defined in Section 2 hereof) and to continue providing a minimum number of Full-time Jobs (as defined in Section 2 hereof) at the Site, and in return for TTI's commitment to make certain infrastructure improvements in the vicinity of the Site, the City is willing to pay TTI certain economic development grants pursuant to the 380 Program. D. The City Council has 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 and will further the goals espoused by the Comprehensive Plan for continued economic strength Page I. Economic Development Program. Agreement between City of Fort Worth and TTI, Inc. Page 1 of l Vaky, Peter From: Vaky, Peter Sent: Thursday, March 10, 2011 2:30 PM To: Alvarado, Ana Cc: Sturns, Robert Subject: TTI Ana: I've received the signed TTI 380. Unfortunately, I can't finish routing because we agreed to revise the Completion Deadline from May 31, 2012 (which is what was approved in the M&C) to March 31, 2012 The extension was to be addressed in the M&C authorizing the CFA/Tri-Party/Whatever Agreement for governing construction of Northeast Parkway. However, Development and/or TPW have not settled on what type of agreement they want, so there's no M&C yet. I will hold at my desk until this issue is resolved. Peter 3/10/2011 and employment in the City. This Agreement is authorized by Chapter 380 of the Texas Local Government Code. 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. INCORPORATION OF RECITALS. The City Council has found, and the City and TTI hereby agree, that the recitals set forth above are true and correct and form the basis upon which the parties 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 as follows: 380 Program has the meaning ascribed to it in Recital A. Affiliate means all entities, incorporated or otherwise, under common control with, controlled by or controlling TTI. For purposes of this definition, "control" means fifty percent (50%) or more of the ownership determined by either value or vote. Completion Date means the date as of which the Road Project has been accepted by the City in accordance with the Road Project Agreement. Completion Deadline means May 31, 2012. Comprehensive Plan has the meaning ascribed to it in Recital A. Corporate Headquarters means TTI's primary administrative office at which the Chief Executive Officer, Chief Financial Officer, and other senior staff overseeing TTI's strategic planning, corporate communications, tax and legal, marketing, finance, human resources and information technology matters are located. Economic Development Director means the director of the City's Housing and Economic Development Department or his or her authorized representative. Effective Date has the meaning ascribed to it in Section 3 Page 2 Economic Development Program Agreement between City of Fort Worth and VI I, Inc. Employment Commitment has the meaning ascribed to it in Section 4.3. Full-time Job means a job provided to an individual by TTI at the Site for at least forty (40) hours per week. Program Cap means a gross amount equal to the lesser of (i) the Road Project Costs or (ii) Eight Hundred Thousand Dollars ($800,000.00), as specifically determined and stated in the Program Cap Certificate issued in accordance with Section 5.1. Program Cap Certificate has the meaning ascribed to it in Section 5.1. Program Grants means the annual economic development grants paid by the City to TTI in accordance with this Agreement and as part of the 380 Program. Records has the meaning ascribed to it in Section 4 4. Road Proiect Agreement means a separate written agreement executed by both the City and TTI for the Road Project, which Road Project Agreement is incorporated herein by reference for all purposes. Road Proiect means the design and reconstruction of Northeast Parkway from its intersection at Mark IV Parkway to a point approximately 1,000 feet north of such intersection, as more specifically described and depicted in Exhibit "A", attached hereto and hereby made a part of this Agreement for all purposes. Road Proiect Costs means those sums expended by TTI pursuant to and in accordance with the Road Project Agreement for the Road Project, as evidenced in a written statement provided by the T/PW Director to the Economic Development Director in accordance with Section 5.1. Term has the meaning ascribed to it in Section 3. T/PW Director means the director of the City's Transportation/Public Works Department or his or her authorized representative. 3. TERM. This Agreement shall be effective as of the date of execution by both parties (the "Effective Date") and, unless terminated earlier in accordance with this Agreement, shall expire on the the date as of which the City has paid all Program Grants required hereunder (the "Term") Page 3 Economic Development Program Agreement between City of Fort Worth and TTI, Inc 4. TTI OBLIGATIONS. 4.1. Road Pro iect. TTI shall undertake and complete the Road Project pursuant to and in accordance with the Road Project Agreement. The Road Project Agreement shall require TTI to pay all costs of the Road Project. The Road Project must be completed in accordance with the Road Project Agreement by not later than the Completion Deadline. 4.2. Operation of Corporate Headquarters from Site. TTI shall continually use the Site as its Corporate Headquarters throughout the Term of this Agreement If the City determines at any time that the Site is not being used by TTI as its Corporate Headquarters, the City will provide written notice to TTI stating this fact as well as the dates that the City alleges that TTI did not use the Site as its Corporate Headquarters. TTI shall have thirty (30) calendar days from receipt of such notice to provide sufficient evidence to the City that the Site has been continually used by TTI as its Corporate Headquarters If TTI fails to provide such evidence to the City, TTI shall be deemed to have not used the Site as its Corporate Headquarters during the time period asserted by the City. Failure by TTI to use the Site as its Corporate Headquarters at any time during a year of the Term of this Agreement shall not constitute an event of default hereunder, but shall cause the amount of any Program Grant payable in the following year to be reduced to zero (0), as more specifically set forth in Section 5.2.1. 4.3. Employment Commitment: Annual Report. TTI shall provide and fill at least four hundred thirty (430) Full-time Jobs on the Site throughout the Term of this Agreement (the ` Employment Commitment"). Determination of compliance with the Employment Commitment shall be based on TTI's employment data as of December 1 (or such other date as may mutually be acceptable to both the City and TTI) of each year, beginning with the year in which the Completion Date occurs. On or before February 1 of the year following the year in which the Completion Date occurs and of each year thereafter, TTI shall provide the Economic Development Director with a report in a form reasonably acceptable to the Economic Development Director that sets forth the total number of Full-time Jobs provided and filled on the Site as of December 1 (or such other date requested by TTI and reasonably acceptable to the City) of the previous year, together with reasonable supporting documentation Failure of TTI to meet the Employment Commitment during any year of the Term of this Agreement shall not constitute an event of default hereunder, but shall cause the amount of any Program Grant payable in the following year to be reduced to zero (0), as more specifically set forth in Section 5 2 1 Page 4 Economic Development Program Agreement between City of Fort Worth and 1 1I, Inc. 4.4. Audits. Upon reasonable advance notice to TTI, the City will have the right throughout the Term to audit, during TTI's normal business hours, the financial and business records of TTI that are reasonably necessary to evaluate TTI' s compliance with this Agreement (the "Records"). TTI shall make all Records available to the City at the Site or at another location in the City acceptable to both parties following reasonable advance notice by the City and shall otherwise cooperate fully with the City during any audit. 5. CITY OBLIGATIONS. 5.1. Determination of Program Cap. Within sixty (60) calendar days following the Completion Date and receipt from the T/PW Director of a written statement of TTI's total Road Project Costs, the Economic Development Director will issue TTI a certificate stating the actual amount of the Project Cap under this Agreement (the "Program Cap Certificate"). 5.2. Program Grants. 5.2.1. Amount; Deadline for Payment. Provided that the Completion Date occurred on or before the Completion Deadline, and subject to all other terms and conditions of this Agreement, TTI will be entitled to receive from the City five (5) consecutive annual Program Grants Each Program Grant will be paid to TTI by June 1 of each calendar year, beginning with the first full calendar year following the year in which the Completion Date occurs. The amount of each Program Grant shall equal twenty percent (20%) of the Program Cap; provided, however, that if TTI (i) failed to use the Site as its Corporate Headquarters at any time during the previous calendar year, as determined in accordance with Section 4 2, or (ii) failed to meet the Employment Commitment at any time during the previous calendar year, the amount of the Program Grant payable in the following year shall equal zero (0), in which case the City shall be deemed to have paid a Program Grant in such year for purposes of this Agreement. 5.2.2. Source of Funds; Program Grants Subject to Appropriation. Notwithstanding anything to the contrary herein TTI understands and agrees that the source of funding for payment of all Program Grants hereunder shall come solely from the City's Street Maintenance Fund, and funding for each Program Grant payable hereunder must specifically be Page 5 Economic Development Program Agreement between City of Fort Worth and TTI, Inc appropriated annually by the City Council as part of the ordinance adopting the City's budget for the City fiscal year in which the Program Grant is due. The City staff will recommend that the City Council appropriate sufficient funding for payment of all Program Grants hereunder. However, TTI understands and acknowledges that this Agreement does not bind the City Council to accept such recommendation or to otherwise appropriate funds in any given annual budget for payment of any Program Grants hereunder. In the event that the City Council fails to appropriate, as part of the ordinance adopting the City's budget for a given City fiscal year, one hundred percent (100%) of the funds necessary to pay a Program Grant due in that fiscal year, the amount of the Program Grant that the City is obligated to pay in that fiscal year shall be reduced to the amount of funds appropriated by the City Council. 6. DEFAULT. 6.1. Failure to Complete Road Proiect. If the Road Project is not completed in accordance with the Road Project Agreement by the Completion Deadline, the City will have the right to terminate this Agreement by providing written notice to TTI without further obligation to TTI hereunder If the Road Project Agreement is lawfully terminated in accordance with its provisions, this Agreement shall terminate contemporaneously on the effective date of the Road Project Agreement's termination without notice or further obligation by the City. 6.2. Failure to Pav City Taxes. An event of default shall occur under this Agreement if any City taxes owed by TTI or an Affiliate on account of the Site or arising on account of TTI's or an Affiliate's operations on the Site become delinquent and TTI or the Affiliate does not either pay such taxes or properly follow the legal procedures for protest and/or contest of any such taxes In this event, the City shall notify TTI in writing and TTI shall have thirty (30) calendar days to cure such default. If the default has not been fully cured by such time, the City shall have the right to terminate this Agreement immediately by providing written notice to TTI and shall have all other rights and remedies that may be available to it under the law or in equity. 6.3. Material Violations of City Code. State or Federal Law. An event of default shall occur under this Agreement if any written citation is issued to TTI or an Affiliate due to the occurrence of a violation of a material provision of the City Code on the Site or on or within any improvements thereon (including, without limitation any violation of the City's Building or Fire Codes and any other City Code violations related to the environmental condition of the Page 6 Economic Development Program Agreement between City of Fort Worth and TTI, Inc Site; the environmental condition other land or waters which is attributable to operations on the Site, or to matters concerning the public health, safety or welfare) and such citation is not paid or the recipient of such citation does not properly follow the legal procedures for protest and/or contest of any such citation. An event of default shall occur under this Agreement if the City is notified by a governmental agency or unit with appropriate jurisdiction that (i) TTI or an Affiliate, or any successor in interest thereto, (ii) any third party with access to the Site pursuant to the express or implied permission of TTI or an Affiliate, or any successor in interest thereto, or (iii) the City is deemed to be in violation of any material state or federal law, rule or regulation on account of the Site, improvements on the Site or any operations thereon (including, without limitation, any violations related to the environmental condition of the Site; the environmental condition of other land or waters which is attributable to operations on the Site; or to matters concerning the public health, safety or welfare). Upon the occurrence of such default, the City shall notify TTI in writing, and TTI shall have (i) thirty (30) calendar days to cure such default or (ii) if TTI has diligently pursued cure of the default but such default is not reasonably curable within thirty (30) calendar days, then such amount of time that the City reasonably agrees is necessary to cure such default. If the default has not been fully cured by such time, the City shall have the right to terminate this Agreement immediately by providing written notice to TTI and shall have all other rights and remedies that may be available to under the law or in equity. 6.4. Knowing Employment of Undocumented Workers. TTI acknowledges that effective September 1, 2007, the City is required to comply with Chapter 2264 of the Texas Government Code, enacted by House Bill 1196 (80th Texas Legislature), which relates to restrictions on the use of certain public subsidies. TTI hereby certifies that TTI, and any branches, divisions, or departments of TTI, does not and will not knowingly employ an undocumented worker, as that term is defined by Section 2264.001(4) of the Texas Government Code. In the event that TTI, or any branch, division, or department of TTI, is convicted of a violation under 8 U.S.C. Section 1324a0) (relating to federal criminal penalties and injunctions for a pattern or practice of employing unauthorized aliens): • if such conviction occurs during the Term of this Agreement, this Agreement shall terminate contemporaneously upon such conviction (subject to any appellate rights that may lawfully be available to and exercised by TTI) and TTI shall repay, within one hundred twenty (120) calendar days following receipt of written demand from the City, the aggregate amount of the Program Grants received by TTI hereunder, if any, plus Simple Interest at a rate of four percent (4%) per annum; or • if such conviction occurs after expiration or termination of this Agreement, subject to any appellate rights that may lawfully be available to and Page 7 Economic Development Program Agreement between City of Fort Worth and TTI, Inc. exercised by TTI, TTI shall repay, within one hundred twenty (120) calendar days following receipt of written demand from the City, the aggregate amount of the Program Grants received by TTI hereunder, if any, plus Simple Interest at a rate of four percent (4%) per annum. For the purposes of Section 6 4, "Simple Interest" is defined as a rate of interest apphed only to an original value, in this case the aggregate amount of Program Grants paid hereunder. This rate of interest can be applied each year, but will only apply to the aggregate amount of Abatement and is not applied to interest calculated. For example, if the aggregate amount of Abatement is $10,000 and it is required to be paid back with four percent (4%) interest five years later the total amount would be $10,000 + [5 x ($10,000 x 0.04)], which is $12,000. This Section 6 5 does not apply to convictions of any subsidiary or affiliate entity of TTI, by any franchisees of TTI, or by a person or entity with whom TTI contracts. Notwithstanding anything to the contrary herein, this Section 6.4 shall survive the expiration or termination of this Agreement 6.5. General Breach. Unless stated elsewhere in this Agreement, TTI shall be in default under this Agreement if TTI breaches any term or condition of this Agreement. In the event that such breach remains uncured after thirty (30) calendar days following receipt of written notice from the City referencing this Agreement (or, if TTI has diligently and continuously attempted to 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 immediately by providing written notice to TTI. 7. INDEPENDENT CONTRACTOR. It is expressly understood and agreed that TTI shall operate as an independent contractor in each and every respect hereunder and not as an agent, representative or employee of the City. TTI shall have the exclusive right to control all details and day-to- day operations relative to the Site and shall be solely responsible for the acts and omissions of its officers, agents servants, employees, contractors, subcontractors, licensees and invitees. TTI acknowledges that the doctrine of respondeat superior will not apply as between the City and TTI, its officers, agents, servants, employees, contractors, subcontractors, licensees, and invitees. TTI further agrees that nothing in this Agreement will be construed as the creation of a partnership or joint enterprise between the City and TTI. Page 8 Economic Development Program Agreement between City of Fort Worth and 11I, Inc 8. INDEMNIFICATION. TTI, AT NO COST TO THE CITY, 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 TTI'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL INJURY, INCLUDING DEATH, THAT MAY RELATE TO, ARISE OUT OF OR BE OCCASIONED BY (i) TTI'S BREACH OF ANY OF THE TERMS OR PROVISIONS OF THIS AGREEMENT; OR (ii) ANY ACT OR OMISSION OR INTENTIONAL MISCONDUCT OF TTI, ITS OFFICERS, AGENTS, ASSOCIATES, EMPLOYEES, CONTRACTORS (OTHER THAN THE CITI9, OR SUBCONTRACTORS DUE OR RELATED TO OR ARISING FROM THE SITE AND ANY OPERATIONS AND ACTIVITIES ON THE SITE OR OTHERWISE TO THE PERFORMANCE OF THIS AGREEMENT, EXCEPT TO THE EXTENT DIRECTLY CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR INTENTIONAL MISCONDUCT OF THE CITY OR ITS EMPLOYEES, OR (iii) ANY ACT OR OMISSION OR INTENTIONAL MISCONDUCT OF TTI, ITS OFFICERS, AGENTS, ASSOCIATES, EMPLOYEES, CONTRACTORS (OTHER THAN THE CITY), OR SUBCONTRACTORS DUE OR RELATED TO OR ARISING FROM THE ROAD PROJECT. 9. 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: City of Fort Worth Attn• City Manager 1000 Throckmorton Fort Worth, TX 76102 with copies to: the City Attorney and Director, Housing & Economic Development Dept. at the same address Page 9 Economic Development Program Agreement between City of Fort Worth and 1 1 I, Inc. TTI: TTI, Inc. Attn: Mike Morton 2441 Northeast Parkway Fort Worth, TX 76106-1896 10. ASSIGNMENT AND SUCCESSORS. TTI may at any time assign, transfer or otherwise convey any of its rights or obligations under this Agreement to an Affiliate without the approval of the City Council so long as TTI, the Affiliate and the City first execute an agreement under which the Affiliate agrees to assume and be bound by all covenants and obligations of TTI under this Agreement TTI may also assign its rights and obligations under this agreement to a financial institution or other lender for purposes of granting a security interest in the Site, provided that such financial institution or other lender first executes a written agreement with the City governing the rights and obligations of the City, TTI and the financial institution or other lender with respect to such security interest. Otherwise, TTI may not assign, transfer or otherwise convey any of its rights or obligations under this Agreement to any other person or entity without the prior consent of the City Council which consent shall not be unreasonably withheld, conditioned on (i) the prior approval of the assignee or successor and a finding by the City Council that the proposed assignee or successor is financially capable of meeting the terms and conditions of this Agreement and (ii) 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 and be bound by all covenants and obligations of TTI under this Agreement Any attempted assignment without the City Council's prior consent shall constitute grounds for termination of this Agreement and following ten (10) calendar days of receipt of written notice from the City to TTI Any lawful assignee or successor in interest of TTI of all rights under this Agreement shall be deemed "TTI" for all purposes under this Agreement 11. 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. 12. GOVERNMENTAL POWERS. It is understood that by execution of this Agreement, the City does not waive or surrender any of it governmental powers or immunities. 13. NO WAIVER. The failure of either party to insist upon the performance of any teen 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. Page 10 Economic Development Program Agreement between City of Fort Worth and TTI, Inc. 14. SEVERABILITY. If any provision of this Agreement is 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. 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 TTI, and any lawful assign or successor of TTI, and are not intended to create any rights, contractual or otherwise, to any other person or entity. 17. FORCE MAJEURE. It is expressly understood and agreed by the parties to this Agreement that if the performance of any obligations hereunder is delayed by reason of war, civil commotion, acts of God inclement weather, or other circumstances which are reasonably beyond the control of the party obligated or permitted under the terms of this Agreement to do or perform the same, regardless of whether any such circumstance is similar to any of those enumerated or not, the party so obligated or permitted shall be excused from doing or performing the same during such period of delay, so that the time period applicable to such design or construction requirement shall be extended for a period of time equal to the period such party was delayed. Notwithstanding anything to the contrary herein, it is specifically understood and agreed that TTI's failure to obtain adequate financing to complete the Road Project in accordance with the Road Project Agreement by the Completion Deadline shall not be deemed to be an event of force majeure and that this Section 17 shall not operate to extend the Completion Deadline in such an event. Page 11 Economic Development Program Agreement between City of Fort Worth and TTI, Inc. 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 TTI, and any lawful assign and successor of TTI, 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. Notwithstanding anything to the contrary herein, this Agreement shall not be amended unless executed in writing by both parties and approved by the City Council of the City in an open meeting held in accordance with Chapter 551 of the Texas Government Code. 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. EXECUTED as of the last date indicated below: CITY OF FORT WORTH: Alanis As istant City Manager Date: Gle?))1) ! r ,Y l„ iage 12 - conomic Development Program Agreement etween City of Fort Worth and TTI, Inc. i 7ti'L*d 41 w pr . rf TTI, INC.: By: Name: Title: Date: 4Lke Morton President - North America February 14, 2011 11a MARCIA R. HENDRIX MY COMMISSION EXPIRES December 3, 2013 . it • 1 lb .J'MiiA.,..wi ' II les ceinsease.;c 2) Zo// APPROVED AS TO FORM AND LEGALITY: By: Peter Vaky Assistant City Attorney M&C: C-24589 11-16-10 as amended by c-Z986 8 9-11-11 Attested by if: A Marty Hendrix, OFFICIAL RECORD CITY SECRETARY tWORTH, TX Page 13 Economic Development Program Agreement between City of Fort Worth and TTI, Inc. a h 4).offs:9000o .* $S4 Fiat 0 b 0 yA . a o t*% °O Tr , °d:000GOQ khrt.XseeIr EXHIBITS "A" —Description and Depiction of Road Project Economic Development Program Agreement between City of Fort Worth and TTI, Inc. NORTHEAST PARKWAY IMPROVEMENTS Project Description The current roadway is a divided arterial section consisting of asphalt pavement with concrete curb and gutters. This project will involve the removal of the existing asphalt pavement, from Mark IV Parkway to Rondo Drive, and replacing it with 8 inch concrete pavement. Based on the drainage evaluation of the roadway capacity, an additional storm drain system and curb inlets are necessary to accommodate the drainage along Northeast Parkway. • SCALE NJA wrt N/A DATE • MARCH 2011 • • N ISWEETWOOD l I I I CHADWICK McAD00 DANCY PROJECT L 0 C4 TIO N • • • J Q NORTNEAsr• .• • • • • • GREAT SOUTHWEST /NC. T9PEallitholto Ma F810 • w a D • • • FRANKLIN iL MEACHAM C_ 0D D 0 0 z 0 cc 0 cc 0 z 3REAT SOU IIHWE. I LOCATION MAP MAPSCO PAGE 49, K N.T.S. TEAGIAE NALL AND PERKINS 1100 ?florin 8tra•t Fort Worth, Toxaa 78102 Phono:(e17)888-0775•Fax:(017)888-2818 www.tnp-on11n•.00m T • • UBGATE • • • • • • • • • • • • • • • • • • ELODY HILLS • can MI DDt ET)N u_ 0 Q z OJ ITJ \UEAMSIDE A �DLARIS C . I • • • • FfSSII CREEK • • • • • • • • • CITY OF FORT WORTH, TEXAS PAVING IMPROVEMENTS FOR NORTHEAST PARKWAY LOCATION MAP • • • • • r • • • • • • 0 PRO11.3 Mann EXHIBIT 1 . I 71 L4- " 01 SCALE N/A DATE /A/C. MARCH 2011 UWE ReiMilan ma rem PROPOSED 8" CONCRETE PAVEMENT PROPOSED 6" CONC DRIVE APPROACH _8 _ //' •ORTHEAST PARKA7/ /1/74/ /4'7, Ve • / // / - - I PROPOSED 6" COVC DRIVE APPROACH EXIS77NG ASPHIALT PAVEMENT C4 0 6 „zo TEAGUE NALL AND PERKINS 1100 M•oon 8tr••t Fort Worth, Tornas 78102 Phon•:(817)388-6779•Fax:(817)886-2818 www.tnp-onlIn•.00• I —PROPOSED 6" CONC I DRIVE APPROACH PROPOSED 8" CONCRETE PAVEMENT • / / ' /' ,/ // PROPOSED 6" CONC DRIVE APPROACH EXISTING ASPHALT PAVEMENT WING GRAPHIC SCALE 150 0 75 150 CITY OF FORT WORTH, TEXAS PANG IMPROVEMENTS FOR NORTHEAST PARKWAY PAVING IMPROVEMENTS 300 1l PHALLI '011.9a22 EXHOT 2 SCALE r=150' N/A DATE INC. MARCH 2011 Ftolteatkin No F-280 CONNECT To EXISTING SDit4H 1-24'1)(21" 45WYE PROPOSED 24" SD PROP9SED 24"x21” REDUCER PROPOSED 21° SD C:) E-4 cL' 10' CURB INLET 1-21" 45' BEND NORTHEAST PARKWAY MO VAGUE NALL AND PERKINS 1100 Matson 8 tr••I` Fort Worth, T•xo• 76102 Phon•:(817)380-6773•Fax:(817)935-2813 www.tnp-onlIn•.000 161` 10' CURB INLET Li C-) 0 I ZI 0 04 t GRAPHIC SCALE 150 0 75 150 CITY OF FORT WORTH, TEXAS PAVING IMPROVEMENTS FOR NORTHEAST PARKWAY DRAINAGE IMPROVEMENTS 300 IMP Vitale-CY trt197gL EXHIBIT ITEM NO. 1 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 1 2 3 4 5 6 TEAGUE NALL AND PERKINS CONSULTING ENGINEERS CONCEPTUAL OPINION OF PROBABLE CONSTRUCTION COST Northeast Pkwy Paving Improvements OWNER: TTI, Inc. DATE: March 1, 2011 DESCRIPTION OF ITEMS P aving Improvements U nclassified Street Excavation Asphalt Payment Removal Concrete Pavement Removal 7" Curb/12" Gutter Removal 10" Concrete Paving 6" Concrete Driveway Approach Asphalt Pavement Repair 7' Curb 7' Rolled Curb 6' Curb 8' Lime Stabilzation Lime for Stab (32#/SY) Median Improvements with Concrete and Bollards Retaining Wall Improvements Pedestrian Rail Irrigation Sodding & Landscaping Traffic Control Erosion Control Utilities Reconstruct Curb Inlet Tops Misc Utlity Adjustments Recessed 10 Curb Inlet 24" Class III RCP 21" Class III RCP Connect to Existing Storm Drain Manhole Basis for Cost Projection 0 No Design Completed Preliminary Design Final Design QUANTITY UNIT 4,000 7,000 300 3,500 7,315 300 15 2,050 100 1 450 8 000 128 105 __ 300 133 23,915 23,915 1 1 2 1 2 405 270 1 CY SY SY LF SY SY SY LF LF LF SY TN SY S F LF SF S F LS LS EA LS EA LF LF EA UNIT COST $8.00 $10.00 $10.00 $4.00 $45.00 $40.00 $30.00 $3.00 $5.00 $2.50 $3.00 $145.00 $50.00 $50.00 $75.00 $0.75 $3.75 $5,000.00 $5,000.00 $2,000.00 $10,000.00 $2,750.00 $55.00 $48.00 $1,000.00 Sub -Total Construction Cost: Contingency: 10% TOTAL 1 $32,000.001 $70,000.00J $3,000.001 $14,000.001 $329,175.001 $12,000.0011 $450.001 $6,150.001 $500.001 $3,625.00 $24,000.00 $18,560.00 $5,250.00 $15,000.00 $9,975.00 $17,936.25 $89,681.25 $5,000.00, $51000.001 1 $4,000.00 $10,000.00 $5,500.00 $22,275.00 $12,960.00 $1,000.00 $717,037.50' $71,703.75 Total Opinion of Construction Cost: $788,741.25 City of Fort Worth, Texas Mayor and Council Communication COUNCIL ACTION: Approved on 11/16/2010 DATE: Tuesday, November 16, 2010 REFERENCE NO.: **C-24589 LOG NAME: 17EDPGTTI SUBJECT: Authorize Execution of Economic Development Program Agreement with TTI, Inc , foi the Reconstruction of a Portion of Northeast Parkway and the Retention of the TTI, Inc., Headquarters (COUNCIL DISTRICT 2) RECOMMENDATION: It is recommended that the City Council authorize the City Manager to execute an Economic Development Program Agreement with TTI, Inc., for the reconstruction of a portion of Northeast Parkway and the retention of the TTI, Inc., Headquarters. DISCUSSION. TTI, Inc., is a specialty distributor of passive, interconnect, and discrete components for applications such as Consumer Products, Energy Industrial/Instrument Medical, Military/Aerospace and Transportation. The Company maintains a corporate headquarters in Fort Worth along with 34 U.S. branch offices and 26 international branch offices that employ over 2,000 people. The company has approached the City regarding a failing street that runs in front of their property that they have been trying to address for several years The proposed Economic Development Program Agreement between the City and TTI, Inc., will provide for the company to receive five annual payments to reimburse them for the cost of infrastructure improvements to a section of Northeast Parkway. The payments will total $800,000.00 or the cost of the improvements, whichever is less, and will be made in increments of 20 percent per year for five years beginning in fiscal year 2011. The reimbursement payments will originate from the City's Street Maintenance Funds and will be subject to annual City Council appropriation of such amounts, in full, in the budget of the fiscal year for which each payment is due. Proiect: TTI, Inc., will upfront the costs for the design and reconstruction of Northeast Parkway to improve access to their facility. The proposed road improvements will run from Maik IV Parkway to the nose of the new median on Northeast Parkway approximately 1,000 feet and has an estimated cost of $800,000. In return for reimbursement of the road reconstruction TTI, Inc., will maintain a corporate headquarters at 2441 Northeast Parkway and retain a minimum of 430 jobs at the site throughout the term of the agreement Failure to maintain the corporate headquarters at 2441 Northeast Parkway or to meet the employment commitment in any year will result in the loss of the payment for the following year. TTI, Inc., will enter into a Community Facilities Agreement governing the improvements and will complete the improvements by May 31, 2011. The improvements will be considered complete when they have been accepted by the City in accordance with the applicable laws and policies, as confirmed in a certificate of completion signed by the Director of the Transportation/Public Works Department or his authorized designee. The proposed project is located in COUNCIL DISTRICT 2. FISCAL INFORMATION: The Financial Management Services Director certifies that this action will have no material effect on City funds at this time. Upon completion of the project, annual reimbursement payments will be subject to City Council appropriations. FUND CENTERS: TO Fund/Account/Centers CERTIFICATIONS: Submitted for City Manager's Office bv: Originating Department Head: Additional Information Contact: ATTACHMENTS No attachments found. FROM Fund/Account/Centers Susan Alanis (8180) Jay Chapa (5804) Robeit Sturns (8003) City of Fort Worth, Texas Mayor and Council Communication COUNCIL ACTION: Approved on 4/19/2011 DATE: Tuesday, April 19, 2011 REFERENCE NO.: **C-24868 LOG NAME: 17TTIAMEND SUBJECT: Amend Mayor and Council Communication C-24589 to Extend Deadline for Completion of Certain Improvements to Northeast Parkway Under Authorized Economic Development Program Agreement with TTI, Inc (COUNCIL DISTRICT 2) RECOMMENDATION It is recommended that the City Council amend M&C C-24589 extending the deadline for completion of certain improvements to Northeast Parkway from May 31 2011 to May 31, 2012 under an authorized Economic Development Program Agreement with TTI, Inc. DISCUSSION: On November 16, 2010, (M&C C-24589) the City Council authorized execution of an Economic Development Program Agreement (Agreement) with TTI, Inc. (TTI) pursuant to which TTI would maintain its corporate headquarters and a minimum of 430 full—time jobs at its existing facility at 2441 Northeast Parkway. The City Council's authorization under M&C C-24589 was contingent on TTI s agreement to reconstruct a portion of Northeast Parkway in accordance with City construction standards by no later than May 31, 2011. Due to delays finalizing the construction agreement for the road the current completion deadline of May 31, 2011 cannot be met. As a result, staff recommends that the City Council amend M&C C-24589 to extend the completion deadline for the road improvements to Northeast Parkway from May 31, 2011 to May 31, 2012. All other terms and conditions of the Agreement approved under M&C C-24589 will remain the same. This project is located in COUNCIL DISTRICT 2. FISCAL INFORMATION: The Financial Management Services Director certifies that this action will have no material effect on City funds FUND CENTERS: TO Fund/Account/Centers FROM Fund/Account/Centers CERTIFICATIONS: Submitted for City Manager's Office bv: Originating Department Head: Additional Information Contact: ATTACHMENTS Susan Alanis (8180) Jay Chapa (5804) Robert Sturns (8003) No attachments found.