HomeMy WebLinkAboutContract 43575 ^1TY SF.CRETAW
CONTRACT NOD
ECONOMIC O EN PROGRAM AGREEMENT
This ECONOMIC DEVELOPMENT PROGRAM AGREEMENT
("Agreement"') is entered into by and between the CITY OF FORT
WORTH ("City"),
hone rule municipal corporation organized under the
laws of the State of Texas and acting by and through Fernando Costa, its
duly authorized Assistant City Manager, and EMPIRE TEXAS EQUITIES,
LTD. ("Developer"), a ""texas limited partnership and SUN VALLEY
INDUSTRIAL, PARK, L.P. ("Owner"), a Texas limited partnership. The
City, Developer', and owner may be referred to in this ,agreement collectively
as the "parties" and each individually as, a "party."
RECITALS
The City, Developer and owner :hereby agree that the follovin.
statements are true and correct and constitute the basis upon which the City,
Developer and owner have entered into this Agreement:
A. Owner owns an approximately 24.2 acre tract of real property
in the City located in the Sun valley Industrial Park (the "'Land"), which
Land is located near Interstate 20, State Highway 287, and ,mouth 820 Loop,
s more specifically depicted in the attached hereto as �xhIit �As
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. owner has
engaged Developer, either on its own or in partnership with other entities, to
demolish all the remainincy underused buildings and improvements and
construct infrastructure and at least two industrial-use buildings, as more
specifically set forth in Exhibit "B"', attached hereto and hereby made a part
of this Agreement for all purposes (collectively, the "EDI Grant
Improvements").
B. The 2012 l2 omprehensive Plan, adopted by the City Council.
. ���o � the "���� � � sve l n � ,pursuant to ordinance o i
recommends that the City focus on revitalization of the Central City.
C. The .hand is located within the Central City, as that term is
defined in the Comprehensive Flan.
D. on May 13, 2008 the City authorized an application for this
project to the U.S. Department of Housing and Urban Development ("HUD")
for an Economic Development Initiative, grant. On or about December 19,
20,013 HUD notified the City that the proposed project on the Land had been
'age 1 OFFICIAL RECORD
Economic Development Program Agreement at
. CITY SECRETARY
between City of Fort Worth, Empire Texas Equities) Ltd. and Sun Val.ley Industrial Park,L
Y
p ®z .; r
FT". WORTH, X
selected to receive $346,500.00 in grant funds for revitalization of the Land
pursuant to that certain Grant Agreement governing FY 2006 ED -Special
Project No. B-06-SP-TX-0986 between HUD and the City dated on or about
June 23, 2008 (the "Grant Agreement"), which is incorporated herein by
reference for all purposes. HUD has agreed to an amendment to the budget
set forth in the Grant Agreement, as reflected in Exhibit "B,", pursuant to
that May 23, 2012 correspondence to Charletra Hurt, Development Project
Coordinator for the City's Housing and Economic Development Department,
from Theresa A. Slye, Grants Technical Representative for HUD, on behalf of
Francis P. McNally, Director of Congressional Grants for HU .
E. City has created an Economic and Community Development
Department, now known as the Housing and Economic 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.3716-03-2009.
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. 3716-03-
2009,1 the City has established a prolgram 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.
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.
1. The City Council has found and determined that, by entering
into this Agreement, the potential economic benefits that will accrue to the
Page 2
Economic Development Program Agreement
between City of Fort Worth, Empire Texas Equities, Ltd. and Sun Talley Industrial Park: L.P.
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
Comprehensive Plan.
J. This Agreement is authorized by Chapter 380 of the Texas Local
Government Code.
Now, THEREFORE, in consideration of the recitals set out above
that are incorporated herein for all purposes, 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*-
16, INCORPORATION off" RECITALS.
The City Council hereby finds, and the City, Developer and owner
hereby agree, that the recitals set forth above are true and correct and fore
the basis upon which the City,y, Cevelo per and owner 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:
Buila"ings means those two 2 buildings comprising a portion of the
EII Grant Improvements, as more specifically defined and outlined in
Section .1..2.
Complete Documentation means a report or reports in a farm.
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 BE Companies,p es, with. the following supporting documentation,*,
(1) a copy of each invoice for completed wore and other documents necessary
to demonstrate that such amounts were actually paid, including, without
limitation, final lien waivers signed by the general contractor or appropriate
subcontractors; (ii) a copy of each City permit issued for such wort and City-
issued "pass" inspections t ions for such work; (iii)
documentation to show
compliance with the M BE Bidding Process for such wort and i any
other documents or records reasonably necessary to verify Construction Costs
upended for such wore or with Fort Worth Certified M Companies for
such work or to otherwise comply with the Grant Agreement.
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Economic Development Program Agreement
between City of Fort Worth, Empire Texas,Equities, Ltd. and Sun valley Industrial Park, L.P.
CoMp let ion Deadline means September 15, 2013. Notwithstanding
anything contained herein to the contrary, the Completion Deadline may not
be extended beyond September 15, 2013, regardless of whether on account of
any event or events of Force Majeure, unless HUD provides, written
authorization for the City to use funds from the Grants, as hereinafte r
defined, after September 15, 2013, 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 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 Exhibit-
B" and connected with the construction of two buildings on the Land, and as
verified by the Director following receipt in accordance with Section 5 of this
Agreement of Complete Documentation for the EDI Grant Improvements in
question, 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 Ex hibit "B" and
connected with the construction of the two buildings on the Land, as verified
by the Director in following receipt in accordance with Section 5 of this
Agreement of Complete Documentation for the EDI Grant Improvements in
question. Construction Costs, specifically exclude any Land acquisition costs
or rents and costs for provision of security. Notwithstanding anything
contained herein to the contrary, 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 5.5 hereof.
Director means the director of the City s Housing and Economic
Development Department or authorized designee.
EDI Grant Funds means the $346,,500-00 granted by HUD pursuant,
to and in accordance with the EDI Grant Agreement.
EDI Grant Improvements has the meaning ascribed to it in Recital
A.
Effective Date has the meaning ascribed to it in Section 3.
Emplq,yment Goal has the meaning ascribed to it in Section 4.4.
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Economic Development Program.Agreement
between City of Fort Worth, Empire Texas Equities,Ltd. and Sun valley Industrial Park, L.P.
...............
rce M Weure means an event beyond a party's control, including,
without limitation, acts of God, fires, strikes, national isaste s, wars
(declared or undeclared), terrorism., riots, material or labor restrictions, and,.
with respect to Developer, unreasonable delays by the City in issuing any
per�nits with respect to the EDl Grant Improvements or inspection of an 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 will not include construction delays resulting from purely
financial matters involving any entity, including, but not limited to,
Developer, such as, without limitation, delays in the obtaining of adequate
financing.
Fort Wort. Certified MAVBE Comvany means a business diversity
enterprise that has received certification as a minority business enterprise
(MBE), a woman business enterprise E or a disadvantaged business
enterprise (DBE) by the North Central Texas Regional Certification Agency
(NCTRCA) and that has its principal offices located within the corporate
limits of the City and that provides from such office the service claimed for
purposes of the E Construction Commitment.
Full-time Job means a job filled by one individual for a period of
not less than forty hours per week.
Grant Agreement has the meaning ascribed to it in Recital D.
HUD means the U.S. Department of Housing and Urban Development.
Infrastructure means that infrastructure comprising a portion of the
EI Grant improvements, as more specifically defined and outlined in
Section 4. .. ..
Land has the meaning ascribed to it in Recital A.
Biddina p"""rocess has the meaning ascribed to it in ,Section
4.2.
MAVBE Construction Goal has the meaning ascribed to it in Section
4.2.
Pr err m means the economic development program authorized ed 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 owner as part of the Program.
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Economic Development Program Agreement
between City of Fort Worth, Empire'texas Equities, Ltd. and sun Valley Industrial Park, L.P.
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Records means all financial and business records of Developer or
provided to Developer that relate to the E: I Grant Improvements or that
contain information necessary for the Director to calculate or verify
Developer's compliance with this Agreement.
3. TERM.
This Agreement will be effective as of the date of execution by both
parties (the "Effective Effective Date" and., subject to Sections 4.1.1, 4.1.2, 4.5.3, and
4.71 will expire on the cute as of which the City has, paid owner 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 " erxf' .
4. DEVELOPER"S OBLIGATIONS.
4.1. Ire rove e nts to the Land.
4.1.1. Infrastructure Improvements.
In conjunction with financing provided by Owner,
:developer will expend at least One, Million Five Hundred
Thirty-nine Thousand Six .hundred ;dollars ($1,539,600.00) in
Construction Costs for construction and installation of all the
infrastructure set forth" in Exhibit "B" to serve twenty-eight
(28,) lots on the Land, as more specifically depicted in the map
attached to Exhibit "A" (the "Infrastructure"). The
Infrastructure shall be deemed complete on the date as of which
the City has accepted such Infrastructure pursuant to and in
accordance with any Community Facilities Agreement or other
written agreement governing the installation of such
Infrastructure between the City and Developer or Developer's
general contractor. The Infrastructure must be completed in its
entirety on or before the Completion Deadline.
4.1.2. Construction of the Industrial use Buikiin �.
In conjunction with financing provided by Owner,.
Developer will expend at least one Million Seventy Hundred
Thousand Dollars ($1,700,000.00) in Construction Costs for
construction on the Land of two 2 industrial-use buildings of,
collectively, at least Twenty-five-.five T ousand 5,000 square feet
"age 6
Economic Development Program Agreement
between City of Fart Werth,Expire Texas Equities, Ltd. and sun Valley industrial Park, L.P.
(the "Buildings") that Developer will own and use. A
temporary certificate of occupancy for at least Twenty-five
Thousand (25,000) square feet of space within the Buildings
must have been issued by the City on or before the Completion
Deadline.
4.2. MAVBE Construction Spencti Goal.
The City hereby establishes as a goal that twenty-five percent
(25%) of all Construction Costs for the EDI Grant Improvements will
be expended with Fort Worth Certified M/WBE Companies (the
"MAYBE Construction Goal"), and Developer hereby agrees, to use
coy mercially reasonable efforts to meet, the MPATBE Construction Goal
and to comply with thi
Agreement. Specifically, but without limitation, Developer shall
maintai
k
Worth Certified M E Companies, all of which will be
organized by line item in accordance with Exhibit "B" hereof.
4.5.2. Empl,,gyment, Reports.
Developer shall provide the City with a report on or before
February I of 2014 that outlines the number of Full-tinge Jobs
provided and filled by Developer on the Land during the previous
calendar year that were held by individuals residing within the
corporate limits of the City. If[developer fails to timely provide any
such report, the City will notify ]developer in writing, and
Developer will provide such report within thirty 30 calendar days
following the date of receipt of the written notice. Notwithstanding
thing contained herein to the contrary, It i
an ;y, s anticipated
that all Program m Grants owed by the City to Developer will have
been paid prior to the due date of the first report, the parties agree
that the sole and exclusive remedy for failure to provide any report
required by this Section 4.5.3 will be specific performance by
Developer. Unless this Agreement is terminated by the City
pursuant to Section 6.1, this Section 4.. .2 shall survive termination
or expiration of this Agreement.
4.5.3. other Reports-; 1utua . Cooperation.
:developer shall supply any additional information
requested by the City that is pertinent to the City's evaluation of
Developer's'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 Grant Agreement to HUD.
Developer and the City agree to cooperate with one another in
good faith and to work diligently in effectuating the terms anad
conditions of this Agreement.
.6. In +eti
s �eon of Land and ImlDrovements.
Following reasonable advance notice to Developer, the City shall
have, and :developer shall provide or cause to be provided, reasonable
access to the Land and any improvements thereon during usual
business hours during the Term, 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. Developer shall
cooperate fully with the City during any such inspection. and/or
evaluation. Notwithstanding the foregoing, Developer will have the
right to rewire that and representative of the City be escorted by
Developer's designated personnel while on the Land.
Page
Economic Development Program Agreement
between City of Fort worth, EmpiTe Texas Equities,Ltd. and Sun valley Industrial Park,L.P.
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4.7. Audits.
The City shall have the right to audit Developer's records
pertaining to the Land and the EDI Grant Improvements, and the uses.
thereon or therein (collectively, "Records") at any time during normal
business hours during the Term and for three 3 years thereafter in
order to ensure compliance with this Agreement. Developer shall.
snake all such Records available to the City on the Land or at another
location in the City following reasonable advance notice by the City
and Developer 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.
If Developer completes all EDI Grant Improvements on or before the
Completion Deadline and otherwise in accordance with this Agreement,
Developer will be eligible to receive the Program Grant, as follows::
. . ''rere lslted ""roeess.
Provided that on or before the Completion Deadline Developer
submits to the Director i copies of any documents or other written
documentation evidencing the City's acceptance of the Infrastructure;
(11) Complete Documentation with respect to all EDI Grant
I mprovements and (iii.) a copy of a temporary or final certificate or
certificates of occupancy for the entirety of the Buildings, within fifteen
(15) calendar days following the date of receipt of all such information
the City will pay owner, as the entity that financed the cost of'the EDI
Grant Imp rovements, the Program Grant of Three Hundred Forty-six
Thousand Five Hundred Dollars ($346,500.00).
5.2. Source of Pro ra rants; Program Cap; and Allocation,
Limitations,
Notwithstanding anything contained herein to the contrary,�" � "� is
understood and agreed that the amount of the Program Grant paid
pursuant to, this Agreement will come exclusively from currently
available general revenues of the City and will be paid only in
accordance with and subject to the terms and conditions of the Grant
Agreement. In no event will more than twenty percent ova of the
Program Grant paid hereunder be biased, collectively, on the following
Page 1
Economic Development Program Agreement
between City of Fort worth, Empire Texas Equities,Ltd. and Sun valley Industrial Park, L.P.
r
types of Construction Costs associated with the implementation,
management, construction, and delivery of the :SDI 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 of
these types as identified by HUD.
6. DEFAULT AND TERMINATION.
6.1. Failure to Complete any SDI Grant IM rovements.
If the City determines that EDI Grant Improvements were not
substantially completed by the Completion Deadline, the city will have
the right to terminate this Agreement effective immediately upon
providing to :developer and owner written notice of such intent
.2,. Failure o Submit Reports.
If Developer per fails to submit any report required by Sections 4.5.1
or 4.5.3, the city shall notify Developer in writing and Developer shall
have thirty 30 calendar days from the date of receipt of the written
notice or until September 15, 2013, whichever date is earlier, to submit
any such report to the City. If :developer fails to submit any such
report within such time, the City will have the right to terminate this
Agreement effective immediately upon provision to Developer and
Owner of written notice of such intent. Notwithstanding anything
contained herein to the contrary, the City will not be required to pay
any Program. Grant during the time that a report required by Sections
4.5.1 or 4.5.3 is past due.
6.3. In General.
Subject to Sections 6.1 and 6.2 and unless specifically provided
otherwise in this Agreement, Developer will be in default under this
Agreement if Developer breaches any term or condition of this
Agreement. If such a breach remains uncured after thirty (3 0)
calendar days following the date of receipt of written notice by the City
referencing this Agreement,,.ent, with a copy to owner (or, if Developer oper has
diligently and continuously attempted cure following receipt of such
written notice but reasonably requires more than thirty o calendar
days to cure, then such additional amount of time as is reasonably
"age 11
Economic Development pment Program Agreement
between City of Fort'worth, Empire Texas Equities, Ltd. and sun Valley Industrial Park, L.P.
w
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
Developer and owner.
Owner will be in default under this Agreement if owner
breaches any term or condition of this Agreement. If such a breach.
remains uncured after thirty 3 calendar days following the date of
receipt of written notice by the City referencing this agreement, with a.
copy to Developer or, if Owner 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 mount 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 owner and Developer.
6.4. By Mutual Agreement.
The parties mutually may terminate this Agreement at any time
by written agreement.
6,5. Know in Employment of Undocumented Workers,
Owner acknowledges that effective September 1, 2007, the City
is required to comply with Chapter 2264 of the Texas Government
Code, enacted by House Bill 119 (both Texas Legislature), which
relates to restrictions on the use of certain public subsidies. Owner
hereby certifies that Owner, and any r'raches, divisions, or
departments of owner, does not and will not knowingly employ
an undocumented worker, as that terra is defined by Section.
2264. 0](4) of the Texas Government Code. In the event that
Owner, or any branch, division, or department of owner, is
convicted of a violation under 8 U.S.C. Section 1324(a)(f)
(relating to federal criminal penalties and injunctions for a
pattern or practice of employing unauthorized aliens), owner
shall repay, within one hundred (120) calendar days following
receipt of written demand from the p'''ity, the aggregate amount
of Program Grants received by owner hereunder, if n , plus
Simple Interest o four percent (4��" per annum.
For purposes of this Section 6.5, "Simple :Interes t," is d.ei'i.ned. as a
rate of interest applied only to an original value, in this case the
aggregate amount of Program Grants received by owner hereunder.
This rate of'interest can be applied each year, but will apply only to the
Page 12
Economic Development Program Agreement
between City of Fort Forth, Empire'Texas Equities,Ltd. and sun Valley Industrial Para, L.P.
■
aggregate amount of Program, Grants received and is not applied to
interest calculated. For example, if the aggregate amount Program
Grants received by owner hereunder is $10,000.00 and it is required to
be paid back with four percent % interest five years later, the total
amount would be $10,000-00 [5 x ($10,00 0 x o. 4)], which is
$12,000.00. This Section 6.5 does not apply to convictions of any
subsidiary or affiliate entity of owner, by any franchisees of owner, or
by a person or entity with whom Owner contracts. Notwithstanding
anything to the contrary herein, this Section 6.5 shall survive the
expiration or termination of this Agreement.
". INDEPENDENT CONTRACTOR.
It is expressly understood and agreed that Developer and Owner shall
operate as independent contractors in each and every respect hereunder and
not as agents, representatives or employees of the City and any dispute
regarding the interpretation of this Agreement will be resolved in a manner
consistent with maintaining Developer's and owners role as independent
contractors. Developer and owner will have the exclusive right to control all
details and respective day-to-day operations relative to the Land and the EDI
Grant Improvements and will be solely respoinsible for the acts and omissions
of their officers, agents, servants, employees, contractors, subcontractors,
licensees, and invitees. Developer and owner acknowledge that the doctrine
of respondea,t superior will not apply as between City and Developer or
Owner, and their officers, agents, servants, employees, contractors,
subcontractors, licensees and invitees. Developer and owner further agree
that nothing in this Agreement will be construed as the creation of a.
partnership or joint enterprise between City and Developer or the City and
Owner.
S. IND,E MNI FI CATION.
DEVELOPER AGREES TO DEFEND, INDEMNIFY AND HOLD
THE CITY, ITS OF"F"ICERS, AGENTS SERVANTS AND EMPLOYEES,
HARMLESS AGAINST ANY AND ALL CL S, LAWSUITS,
ACTIONS, COST ► AND EXPENSES OF ANY KIND, INCLUDING, BUT
NOT :LIMITED To, THOS E FOR PROPERTY DAMAGE OR LOSS
(INCLUDING ALLEGED DAMAGE OR LOSS To DEVELOPER9S
BUSINESS AND ANY RESULTING LOST PROFIT AND/OR
PERSONAL :INJURY, INCLUDING DEATH, THAT MAY RELATE TO,
ARISE OUT of OR BE OCCASIONED i DEVELo PER9S BREACH
OF ANY OF THE TERMS OR ROVISION OF THIS AGREEMENT
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Economic Development Program Agreement
between City of Fort worth, Empire Texas Equities, Ltd,. and sun.Vauey Industrial Park,LT.
Ir
O R (I-0 ANY NEGLIGENT ACT OR OMISSION OR INTENTIONAL
MISCONDUCT F DEVELOPER, ITS 'OFFICERS, AGENTS,
ASSOCIATES, EMPLOYEES, CONTRACTORS (OTHER THAN THE
C T P SUBCONTRACTORS, RELATED TO THE LAND, THE EDI
,GRANT IMPROVEMENTS R ANY OTHER IMPROVEMENTS
THEREON, OR ANY USE OF THE LAND OR ANY IMPROVEMENTS
THEREON; EXCEPT THAT THE INDEMNITY PROVIDED FOR IT T
THIS PARAGRAPH WILL NOT APPLY TO ANY LIABILITY
RESULTING FROM THE SOLE NEGLIGENCE OF' THE CITY OR ITS
OFFICERS, AGENTS, OR EMPLOYEES, DIN THE EVENT"' O
JOINT AND CONCURRENT NEGLIGENCE OF BOTH DEVELOPER
AND CITY, RESPONSIBILITY, IF ANY, WILL BE APPORTIONED
COMPARATIVELY IN ACCORDANCE WITH THE LAWS OF, THE
STATE OF TEXAS.
OWNER 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,G, BEST
NOT LIMITED TO, THOSE FOR PROPERTY DAMAGE OR LOSS
(INCLUDING ALLEGED DAMAGE OR LOSS TO OWNER'S
BUSINESS AND ANY RESULTING LOST PROFITS) A D O
PERSONAL INJURY, INCLUDING DEATH, THAT MAY RELATE TO,
ARISE OUT OF OR BE OCCASIONED BY 0 DEV LOPER S, BREACH
OF ANY OF THE TERMS OR PROVISIONS OF THIS AGREEMENT
OR 1 0 ANY NEGLIGENT ACT OR OMISSION OR INTENTIONAL,
MISCONDUCT OF OWNER, ITS" OFFICERS, AGENTS, ASSOCIATES,
EMPLOYEES, CONTRACTORS (OTHER THAT THE CITY) OR
SUBCONTRACTORS, RELATED TO THE LAND, THE EfI I GRANT
IMPROVEMENT R ANY OTHER IMPROVEMENTS TS THEREON, O
ANY USE OF THE LAND OR ANY IMPROVEMENTS THEREON;
EXCEPT THAT THE INDEMNITY PROVIDED FOR IN THIS
PARAGRAPH WILL NOT APPLY TO ANY LIABILITY RESULTING
FROM THIS SOLE NEGLIGENCE OF THE CITY OR ITS OFFICERS,
AGENTS, OR EMPLOYEES, AND IN THE EVENT OF JOINT AND
CONCURRENT NEGLIGENCE OF BOTH DEVELOPER AND CITY,
RESPONSIBILITY, IF ANY, WILL BE APPORTIONED
COMPARATIVELY"" IN ACCORDANCE WITH THE LAWS OF THE
STATE OF TEXAS.
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Economic evelep ent Program Agreement
between City of Fort'Werth, Empire Texas Equities, Ltd. and Sun VaUey Industrial Park, L.P.
9. NOTICES.
All written notices called for or required by this Agreement must 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.-
Cityo. Develo r:
Attn: Director At
Housing and Economic Dev. Dept. E ire xas Equities, Ltd.
10010 Thr'ockmorton St. 5301 Sun Valley Drive
Fort Worth, TX 76102 Fort Worth, TX 76119
Phone: 817-3912-61013 Phone.- 817-572-2250
with a copy to:
Attn.- City Attorney J. Walker Holland
City Attorney"s Office Holland, Johns & Penny, L.L.P.
1000 Throckmorton St. 306 W. 7th Street, Suite 500
Fort Worth, TX 76102 Fort Worth, TX 76102-4982
ovine
At n
Su y Industrial Park, L.P.
10. ASSIGNMENT AND SUCCESSORS,
Developer and Owner may not assign, transfer, or otherwise convey
any of their rights and obligations under this Agreement to another party
without the written consent of the City, which consent may not unreasonably
be withheld, delayed, or, conditioned on prior, execution by the proposed
assignee or successor of a written agreement with the City under which the
proposed assignee or su,ccessior agrees to assume all covenants and
obligations of Developer or Owner, as the case may be, under this Agreement.
Any lawful assignee or successor in interest of Developer under this
Agreement will be deemed the "Developer" for all purposes under this
Agreement, and any lawful assignee or successor in interest, of Owner under
this Agreement will be deemed the "Owner" for all purposes under this
Agreement.
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Economic Development Program Agreement
between City of Fort Worth, Empire Texas Equities,Ltd. and Sun Valley Industrial Park, L.P.
11. COMPLIANCE WITH :LAWS ORDINANCES RULES AND
REGULATIONS.
This Agreement is subject to, and the parties shall comply Frith, 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*
13. 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.
1 . 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 Mates District
Court for the Northern District of Texas Fort Worth Division. This
Agreement will be construed in accordance with the laws of the State of
Texas.
15. NO 'THIRD PARTY RIGHTS.
TH E PROVISIONS AND CONDITIONS OF THIS AGREEMENT
ARE SOLELY FOR THE BENEFIT OF THE CITY DEVELOPER AND
OWNER, AND ANY LAWFUL ASSIGN OR, SUCCESSOR, of
DEVELOPER OR OWNER, AND ARE NOT INTENDED TO CREATE
ANY RIGHT'S, CONTRACTUAL OR OTHERWISE, TO ANY OTHER
PERSON OR ENTITY, INCLUDING TO ANY PERSONS OR :ENTITIES
CONTRACTING OR PARTNERINO WITH DEVELOPER TO
CONSTRUCT THE EDI GRANT IMPROVEMENTS.
Page
Economic Development Program Agreement
between City of "art Forth,Empire Texas Equities,Ltd. and Sun VaUey Industrial Park, L.P.
rkJRU`4E MAJEURE.
Subject to the definition of "Completion Deadline" in Section 2, it is
expressly understood and agreed by the parties 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
e al to the duration of'the event ofForce Majeure.,
17. INTERPRETATION.
In the event of any dispute over the meaning or application of' any
provision of this Agreement, it is the interest of the parties that this
Agreement will be interpreted fairly and reasonably, and neither more
strongly for or against either party, regardless of the actual drafter of this
Agreement.
18. CAPTIONS.
Captions and headings used in this Agreement are for reference
purposes only and will not be deemed a part of this Agreement.
19. ENTIRETY OF AGREEMENT; AMENDMENT.
This Agreement, including any exhibits attached hereto and any
documents incorporated herein by reference, contains the entire
understanding and agreement between the City, Developer and Owner 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 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.
Page 17
Economic Development Program Agreement
between City of Fort Worth, Empire Texas Equities,Ltd. and Sun Valley industrial Park, L.P.
COUNTERPARTS.,
This Agreement may be executed in multiple counterparts, each of
which will be considered an original, but all of which will constitute one
instrument; but in making proof of this Agreement it will not be necessary to
produce or account for more than one such counterpart. This A greement
becomes effective when one or more of the counterparts has been signed by
each of the parties and delivered to the other party. By signing this
Agreement, each party acknowledges that such party has received a duplicate
original of this Agreement.
EXECUTED as of the last date indicated below:
CITY OF FORT WORTH APPROVED AS TO FORM AND
LEGALITY:
Bye By-*
Fernando Costa. Peter Vaky
Assistant City Manager Deputy City Attorney
Date: .911011-2 M & C; G-17606 6-12-12
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OFFICIAL RECORD
CITY BEGET RY
FTs WORTHj,
:Page 18
Economic Development Program Agreement
between City of Fort Worth, Empire Texas Equities, Ltd. and sun Valley Industrial l Park,L.P'.
sir
EMPIRE TEXAS EQUITIES, L I. �
a Texas limited partnership
.. McGlothlin Equities, L.L.C.,
a Texas limited liability company and
its Ge ral Partner
By
ls�a�lra M ,Gr l thl n
Manager
Date: j5- ) ,201,2
OF
SUN VALLEY INDUSTRIAL PARK, L.P.,
a Texas limited partnership
By-. McGlothlin Equities, L.L..C.,
a. Texas limited liability company and
...its Ge eral Partner
�►y
��a 'ra McGlothlin.
Manager
,,I /
Date: 2,012
Page 19
Economic]development Program Agreement
ement
between City of Pert Werth, Empire Texas Equities,Ltd.and sun Vauey Industrial Park:, L.P.
EXHIBITS
A- DepictionlDescription of the Land
B - Description of EDI Grant Improvements
0
C - MAVBE Bidding Process
Economic Development P' ogram Agreement
between City of Fort Worth,Empire Texas Equities, Ltd. and Sun Valley Industrial Park, L.P.
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Exhibit"A"
Economic Development nt Program Agreement
between{amity of Fort Worth, Empire Texas Equities, Ltd. and Sun VaLley Industrial Park, L.P.
Exhibit B
Description ox'EDI Grant m vements
See attached HUD-approved project scope and budget a depiction and listing
of infrastructure to be completed.
Exhibit"B"
Economic Development Program Agreement
between City of Fort Worth, Empire Texas Equities, Ltd. and Sun Valley Industrial Park, L.P.
Sun Valley Industrial Park Development Project Description
MARCH 2012
During fiscal year,2005,Congress appropriated an Economic Development Initiative-Special
Purpose Grant(EDI)in the amount of$346,500 to the City of Fort Worth(City)for its Central City
Revitalization Initiative.,City staff recommended the Sun Valley Industrial Park Redevelopment
Project(Project)for the use of EDI funds.City Council authorized the application to use EDI funds
for the Project through Mayor and Council Communication N2 G-16130 on May 13,2008.
The Sun Valley Industrial Park is approximately 24,.2 acres of undeveloped land located in
southeast Fort Worth and is situated near Interstate 20,State Highway 287,and, South 820 Loop.
It is located within the Central City boundary.Adjacent to the Project are several industrial and
service industry businesses that each approximately generates 20 to 25 jobs per firm.
The Project's developer is Empire Texas Equft,ies(Developer).The development firm
principals are also partners in a successful Minority/Women Business Enterprise(MIWBE)
company.This MI firm generates about 160 jobs adjacent to the Project property.The
Developer has been in the Project area for,nearly twenty years and has plans to expand their
operations to the project site,The Developer has recently produced this type of construction
project with great success.
The Project consists two Phases. Phase one will be the construction of all infrastructure to serve 28
lots,and construction of minimum of 25,0001 square feet and maximum of 60,000 square feet in at
consisting of least two industrial buildings. Phase two will consist of the construction of industrial use
buildings on remaining vacant lots after phase one is complete.The construction of both,the
infrastructure and industrial use buildings will take place on 24.2 acres of undeveloped land broken
into twenty eight lots,(Please see corresponding table and mockup on Attachment's A&B)
The estimated cost for the Project's infrastructure const,ructon,including design and city fees is$1.7
Million.The infrastructure includes water,sanitary sewer,storm drain,and street paving.The
construction of the Phase One industrial use buildings will allow the nearby businesses to expand
their operations. These buildings will have office spaces,lot paving,and fencing.A minimum total of
25,,000 square,feet of industrial use buildings are scheduled to be completed in phase one by July
2013 The estimated cost of construction for the 25,000 square feet of at least two industrial,use
buildings is$1.7 Million. (Please see corresponding table on Attachment C)
The developer, Empire Texas Equities has committed to invest at least$3,400,000 and build 25,000
square feet in at least two industrial use buildings with certificates,of occupancy issued by July 1,
2013. In retuirn,the city commits,to reimbursing Empire Texas equities in the amount of$346,500.
The Developer estimates that the industrial use buildings will be leased within three to nine
months,with firms in the construction and gas drilling industries
Grant funds no greater than$346,500 for all EDI eligible expenses will be disbursed to Developer
upon receipt of City issued Certificates of Occupancy for the industrial use building s).
Exhibit"B"
Economic Development Program Agreement
between City of Fort Worth,Empire Texas Equities, Ltd. and Sun Valley Industrial Park, L.P.
ATTACHMENT A
Sun Valley Industrial Park Development Lot Breakdown:
MARCH 2012
LOT NUMBER LOT SIZE (ACRES) LOT SIZE(SF) INTENDED USAGE
0.789 34,369 industrial Building
2 0,79 34,$412 Industrial Building
3 0.79 34,412 industrial Building
4 0.528 23,000 industrial Building
S 0.529 23,043 Industrial Building
6 0.512 22,303 Industrial Building
7 0.748 32,583 Industrial Building
8 0.776, 33,8013 Industrial Building
9 O.539 2 ,479 Industrial Building
101 0.551 24,002 Industrial Building
11 0.5,5 23,958 industrial,Building .......
12 0.55 23,958 Industrial Building
13 0.551 24,002 Industrial Building
14 0.534 23,261 Industrial Building
15 0.775 33,759 Industrial Building
16 0.769 33,498 Industrial Building
17 0.533 23,217 Industrial Building
0.551 24,002 industrial Building
19 0.55 23,9581 Industrial Building
20 .548' 23,784 Industrial Building
21 01551 24,002 Industrial Building
22 O�532 23,174 Industrial Building,
23 0.7619 33,498 Industrial Building
24 Future Empire Roofing
4598 200,2891 -- !.2ansion
29 0.532 23,174 Industrial Building
26 0 551 24,002 Industrial Building
27 O.55: 23,958 Industrial,Building,
28 0.965 42,035 Storage Lot
Right Of way(streets) 2.689 117,133 Streets
Total 24.,198 1,015r4jO6lS
Exhibit",B"
Economic Development Program Agreement
between City of Fort Worth,Empire Texas Equities,Ltd. and Sun Valley Industrial,Park, L.P.
ATTACHMENT B
Sun Valley Industrial Park Development Project M,ockup(Lot*s correspond with Attachrmnt A)
MARC�H, 2012
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Exhibit"B"
Economic Development Program Agreement
between City of Fort Worth,Empire Texas,Equities, Ltd. and Sun Valley Industrial Park,LR
ATTACHMENT C
Sun Valley Industrial Park Developff*nt,Project Budget
MARCH 2012
DMIGN
PTefimfm Plat $2,500 00
Z0 Sow
Final Nat $111.8w.001
Community Facilites $0.00
$3,500DO
En nn nn Oe!!qn $52,200.001
Conswudon S2ye
$301,000.00
ToW R!tun $90,000.00
FEES
Prefirnln!y Plat $700.00
Urban F2Les_q Pe rrn" $3.400.00.
Finag Piat $830.00-
Community Facilitles, $600-00
Constniction in ex—ns $65,000-00
TaUl fee,s 4170,400.00
INFRASTRUCTURE
Water $222,000.00
Sanlita!y-Sewer $180,000.00
Storm Drain $267,000.00
EEN $545,600-00
Excavation/GradiN $96,600,0►
Street Ughts J Street S" $20.5W,00
Misceilaneous $208,000.00
Total Consftedo" $1,53#,600.00
BUILDING CONSTRUCMON
25.000 SwF at least 2 bufldl!. 3) $1,700.000.W'
TOW SuIldIng Construedon $i'100.00.00
TOTAL
Grand Total $3,4001000-00
ED I Grant Reimbutsernent-- $346,500
Net Private lnvesUY*n1 S3,053,500.00
Net PrivaW lnvesWwt I E01 8.81 1
Ratio
All EDI Funds will be reimbursed for building construction expenses.
Exhibit"B"
Economic Development Program Agreement
between City of Fort Worth,Empire Texas Equities, Ltd.and Sun Valley Industrial Park, L.P.
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:Exhibit"B"
Economic Development Program,agreement
between City of Fort Worth, Empire Texas Equities, Ltd. and Sun Valley Industrial Bark, L.P.
SUN VALLEY INDUSTRIAL PARK
INFRASTRUCTURE IMPROVEMENTS
Sun Valley Industrial Park infrastructure improvements consists of 3 street extensions in to the
site;Kalterbrun,Road,Sun,Valley Drive,and Vesta Farley Road. Improvements,within these
streets Include 12'water I in e extensions,8*sewer I in e exte nsio rts,,40'wide concrete street
with concrete curb,concrete drainage flumes(outside of the street rights-af-way),and street
lights. These street improvements are listed for each individual street below.
Kalleribrun Road
478 feet of 120 water line extension with fire hydrant and water service to each lot.
421 feet of 8"sa n ita ry sewer I I n e extension with service to each I at,
318 feet of 40*wide concrete street with a 1W diameter concrete cul-de-sac.
2 street lights and 1 stop sign.
754 feet of 40"'wide concrete flume(outside of street right-of-way).
Sun Vpjl!gy Drive
4g,5 feet of 12`0 water Ii,ne ext e n s I o n w ith fire hydra nt and water service,to each lot.
740 Net of 8'sanitary sewer line extension with serVice to each lot.
3,2,0 feet of 40"wide concrete street with a 100 diameter,concrete,cul-de-sac.
2 street lights and one 1 stop sign.
470 feet of 2,(Y wide concrete flume(outside of'street right-of'-wary)..
Vesta Fa rip y R
.Md
478 feet of 12"water line extension with fire 1h yd rant and water service to each lot
518 feet of 8*v sanitary sewer line extension with service to each lot.
321 feet,of 40"wide concrete sty e et with a 200'diameter concrete cul-d,e-sac.
2 street lights and I stop sign.
543 feet of 2(Y wide concrete flurne(outside of street right-of-wavy).
Mgde Jones ftoad-Owderstrett.)
1606 feet of 12"water line extension.
David StritkLapd Road(bgL der street
l,
505 feet of a"san Ita ry sewer II,n,e exten slQn,with service to each lot
Exhiblit"B"
Economic Development Program Agreement
between City of Fort Worth, Empire Texas Equities, Ltd. and Sun Valley Industrial Park, L.P.
Exhibit "C"
Biddina Process
Business Diversity Enterprise Provisions:
All bidders shall note that it is the policy of the city of ,Fort Worth and the
T.S. Department of Housing 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
$50,000 or more by establishing an MJWBE goal. on this project, the MIWBE
goal is 25%. of that 25% MWBE goal, �'� participation is to come from Fort
Worth MWBE firms.
The M BE participation information will be submitted with the bid and
shall include: (1) the name, address and telephone number of each NMBE
firm; (2) the description of the wort to be performed by each BE and the
approximate dollar amount/percentage of the work will be to the total dollars
bid..
The :M/WBE firm(s) must be located in the city's geographic marketplace
defined as the counties of Tarrant, Dallas, plus Denton, Johnson, Parker and
Wise which reflect counties into which the geographical boundaries of the
City of Fort North extend. The 1 YWB E firm,(s) must also be currently
certified as such or in the process of being certified by the North central
Texas Regional certification A ency (NCTRCA).
If you failed to meet the stated NMBE1 goal, in part or in hole, 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,-
4,. obtaining a listing of current M/WBE firms from the of city of Fort
Worth website, www.fortworthgov.org/applications/mwbe siccoc e ', and
submission of the list of BE firms contacted by at least tiro ) of
the four (4) following methods: mail, electronic mail, telephone, and fax;
►► contact with the DBEs should be timely (ample time to allow the DBEs
to secure plans and submit a bid)
Failure to submit the MIWBE participation information or, the detailed
explanation of the bidder's Good and Honest Efforts to meet or exceed the
stated v E goal, may render the bid non-responsive. The MIWBE
utilization will be part of the final selection. criteria.
In our contract please include the following
Exhibit t"C
Economic Development Program Agreement
between city of Fort Werth, Empire Texas Equities, Ltd.. and sun valley Industrial Park, L.P.
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
3 Bid opening date may not occur before the 11th work day after
submittal deadline date.
o For Example: February 1 and 8, 2012 bids are placed in the
newspaper. The earliest submittal deadline is February 1 ,
2012. Bid opening may also occur as early as February 15, 2012.
Bids will be resents
p d to the public on two consecutive weeks in a
major local daily news publication
;Exhibit"'C"
Economic Development opment Program Agreement
between City of Fort Worth, Empire Texas Equities,Ltd. and Sun VaUe r Industrial Park,L.P.
M&C Council Agenda Page l oft
C
I t
Y of Fort Worth, Texas
Mayor and Council Co unication
COUNCIL ACTION: Approved on 6/12/2012
DATE: Tuesday, June 12, 2012 REFERENCE NO.: **G-17606
LOG NAME: 17SUNVALLEYINIDUSTRIALPARK—REVISED
SUBJECT:
Authorize Execution of Economi c Development Program Ag�reem�e�n�t w,it,h E,m�plire Texas, Equities, Ltd.,d for
the Development olf Industrial-Use Buildings at the Sun Valley Industrial Park Using Federal Grant Funds in
the Amount of$346,500.,00 (COUNCIL DISTRICT 5)
RECOMMENDATION:
It is recommended that the City Council:
1. Authorize the execution of an Economic Development Program Agreement with Empire Texas
Equities, Ltd.,,, for the development of industrial-use buildings, in the Sun Valley Industrial Park using
federal grant,funds in the am�ount,of$346,5001.001; and
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 2011 Comprehensive
Plan and as authorized by Chapter 380 of the Texas Local Government Code.
DISCUSSION.
On May 113, 20,0181, W&C G-1 61313)the city Council authorized the acceptance and execution of a contract
for an Economic Development Initiative (EDI) - Special Purpose Grant in the amount of$346,500.00 from
the United States Department of Housing and Urban Development (HUD). The EDI funds were awarded
to be used for the development of portions of the Sun Valley Industrial Park located within the Central City
in southeast Fort Worth. The project will provide additional industrial and job creation opportunities to the
Central City.
Empire Texas Equities, Ltd. (Developer), has submitted a scope of work that has been approved by HUD.,
The revised scope includes two phases on the Project area which covers, 2114.211 acres, olf' un�d�eveloped land
Platted into 28 lots,. Phase 1 will be the c,onsitru�ctioln of'all infrastructure to serve the lots that will include
25,000 to 60000 square feet of at least two industrial buildings. Phase 2 will consist of the construction of
the industrial buildings on the remaining lots after Phase 1 is complete.
The Developer has committed to invest at least $3.4 million into the Project with certificates of occupancy
issued by July 1, 2013. In return, the City commits to reimbursing the Developer up to $346,500.00 for
EDI-eligible expenditures. The Developer estimates that the industrial-use buildings will be leased within
three to nine months with firms in the construction and gas drilling industries. 'These funds, must be spent
by September 310, 2013 or the funds, will not be available. he developer will complete the Project by the
dead I i n�e.,
Staff recommends that City Council authorizes execution of an Economic Development Program
Agreement with Empire Texas Equitites, Ltd., for development of the Project using the EDI funds.
9-1
h,ttp://apps.cfwnet.org/ecounc11/print,mc.asp'.?id--16743&pn'nt--true&Doic,Typie... 9/6/2012
M&C - Council Agenda Page 2 of 2
The Project is located in COUNCIL DISTRICT 5.
FISCAL INFORMAwriON / CERTIFICATION:
The Finance Management Services Director certifies that upon approval of the above recommendations,
funds will be available in the current operating budget, as appropriated, of the Grants Fund.
FUND CENTERS:
TO Fund/Account/Centers FROM Fund/Account/Centers
GR76 539120 017206269010 $346,500.00
CERTIFICATIONS:
Submitted for City Manager's Office Fernando Costa (6122)
Originating Department Head: Jay Chapa (6192)
Cynthia Garcia (8187)
Additional Information Contact: Charletra Hurt (7536)
ATTACHMENTS
1. available funds-grant award.PDF (CFW Internal)
ht tp:Happs-cfwnet.org/ecouncil/printmc.asp?id=16743&piint=true&DocType... 9/6/2012