HomeMy WebLinkAboutContract 43199-A1 (2)Page 1
Amendment No. 1 to Economic Development Program Agreement
between City of Fort Worth and Spoon Industries, Inc.
CITY SECRETARY
, 10 n
CONTRACT NO. Li/ 4)1
AMENDMENT NO. 1 TO
CITY SECRETARY CONTRACT NO. 43199
ECONOMIC DEVELOPMENT PROGRAM AGREEMENT
WITH SPOON INDUSTRIES, INC.
This AMENDMENT NO. 1 TO CITY SECRETARY CONTRACT NO.
43199 ("Amendment") is made and entered into by and between the CITY OF FORT
WORTH (the "City"), a home rule municipality organized under the laws of the State of
Texas, and SPOON INDUSTRIES, INC. ("Developer"), a Texas corporation.
RECITALS
The City and Developer hereby agree that the following statements are true and
correct and constitute the basis upon which the City and Developer have entered into this
Amendment:
A. The City Developer previously entered into that certain Economic
Development Program Agreement, a public document on file in the City Secretary's
Office as City Secretary Contract No. 43199 (the "Agreement").
B. The Agreement provides for Developer to expend at least $2,000,000.00
in Construction Costs for the redevelopment of certain real property in the City at the
intersection of Allen Avenue and the Interstate 3 5 W frontage road (the "Land"),
specifically including (i) the removal of existing underground fuel tanks and
environmental remediation of the Land; (ii) construction of a new convenience store,
approximately 5,000 square feet in size, that includes a Jumburrito restaurant and a five
(5)-bay self-service Shell gas station; and (iii) at Developer's election, construction of
Enhanced Parkway Improvements, all as more specifically set forth in the Agreement.
Developer agreed to complete these improvements by July 31, 2013. In return, the City
agreed to pay Developer an economic development program grant not to exceed the
lesser of (i) the actual cost of the removal of the existing underground fuel tanks and
environmental remediation of the Land or (ii) $175,000.00.
C. Developer has been unable to acquire a lot adjacent to the Land necessary
for construction of the Improvements as originally envisioned. Accordingly, Developer
wishes to reduce the size of the convenience store from approximately 5,000 square feet
to approximately 4,600 square feet. Due to the changes in the scope of this project and
the resulting delays in the construction schedule, Developer has requested that the City
amend the Agreement to reduce Developer's minimum Construction Cost requirements
from $2,000,000.00 to $1,500,000.00 and to extend the Completion Deadline for all
required improvements, as revised, from July 31, 201 to December 31 t014.
OFFICIAL RECORD
CITY SECRETARY
t WOR
RECEIVED AUG -1 2014
NOW, THEREFORE, in consideration of the mutual benefits and promises
contained in the Agreement and this Amendment and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the City and
Developer agree as follows:
AGREEMENT
1. The third sentence of Recital B of the Agreement is hereby amended to read as
follows:
Developer has proposed to redevelop the Land by expending a minimum
of One Million Five Hundred Thousand Dollars ($1,500,000.00) to (i)
remove the existing underground fuel tanks and complete environmental
remediation of the Land in accordance with applicable laws and
regulations; (ii) construct, finish out, and complete a new convenience
store, approximately 4,600 square feet in size that includes a Jumburrito
restaurant and a five (5)-bay self-service Shell gas station; and (iii) make
any Enhanced Parkway Improvements, as more specifically defined in
Section 2, that Developer electively chooses (collectively, the
"Improvements").
2. Section 2 (Definitions) is hereby amended to change the definitions of the
following term*
Completion Deadline means December 31, 2014.
3. Section 4.1 of the Agreement is hereby amended to read as follows:
4.1. Completion of Improvements.
Developer shall expend at least One Million Five Hundred
Thousand Dollars ($1,500,000.00) in Construction Costs for the
Improvements as of the Completion Date, which amount is subject to
written verification by the Director based on Complete Documentation
submitted to the Director by Developer in accordance with this
Agreement. Developer agrees that the Completion Date shall occur on or
before the Completion Deadline.
Page 2
Amendment No. 1 to Economic Development Program Agreement
between City of Fort Worth and Spoon Industries, Inc.
4. Section 5.1 of the Agreement is hereby amended to read as follows:
5.1. Program Grant.
Provided that on or before the Completion Deadline Developer
submits to the Director (i) Complete Documentation with respect to the
Improvements and (ii) a copy of a temporary or final certificate or
certificates of occupancy for occupiable Improvements on the Land,
within thirty (30) calendar days following the date as of which the City
has been able to verify that, based on the information set forth in such
Complete Documentation and such certificate(s) of occupancy that
Developei expended at least One Million Five Hundred Thousand
Dollars ($1,500 000.00) in Construction Costs for the Improvements as of
the Completion Date and that the Completion Date occurred on or before
the Completion Deadline, as required by Section 4.1, the City will pay
Developer a Program Grant equal to (i) the actual Construction Costs
expended by Developer as of the Completion Date for those
Improvements consisting of the removal of the existing underground fuel
tanks and complete environmental remediation of the Land in accordance
with applicable laws and regulations plus any hnhanced Parkway
Improvements, or (ii) One Hundred Seventy-five Thousand Dollars
($175,000.00), whichever amount is less.
5. Section 6.1 of the Agreement is hereby amended to read as follows:
6.1. Failure to Complete Improvements.
If (i) Developer fails to expend at least One Million Five Hundred
Thousand Dollars ($1,500,000.00) in Construction Costs for the
Improvements as of the Completion Date, as verified by the City from
Complete Documentation submitted by Developer in accordance with this
Agreement, or (ii) the Completion Date does not occur on or before the
Completion Deadline, the City shall have the right to terminate this
Agreement effective immediately upon provision to Developer of written
notice of such intent
6. All capitalized tenns used but not defined in this Amendment shall have the
meanings ascribed to them in the Agreement
7. This Amendment contains the entire agreement between the parties with respect
to the matters set forth herein. All provisions of the Agreement that are not specifically
amended by this Amendment shall remain in full force and effect.
Page 3
Amendment No. 1 to Economic Development Program Agreement
between City of Fort Worth and Spoon Industries, Inc.
EXECUTED as of the last date indicated below:
CITY OF FORT WORTH:
By:
Fernando Costa
Assistant City Manager
Date: 7/S//i#
ATTEST:
B
City secie��`y
SPOON INDUSTRIES, INC., a Texas
corporation:
By:
Gary W herspoon
President
Date: 's- % —
ATTEST:
By:
APPROVED AS TO FORM AND
LEGALITY:
By: %9 ��
Peter Vaky
Deputy City Attorney
M & C: C-26442 09-17-13
Page 4
Amendment No. 1 to Economic Development Program Agreement
between City of Fort Worth and Spoon Industries, Inc.
OFFICIAL RECORD:
Miry SECRETARY
VC, NORM 17
City of Fort Worth, Texas
Mayor and Council Communication
COUNCIL ACTION: Approved on 9/17/2013
DATE: Tuesday, September 17, 2013
LOG NAME: 17AMENDNO.1COWTOWNMARKET-EDPA
SUBJECT:
Authorize Execution of Amendment No. 1 to Economic Development Program Agreement with Spoon
Industries Inc., City Secretary Contract No 43199, to Extend the Completion Deadline and Amend Certain
Developer Commitments for the Cowtown Market Redevelopment Project Located at the Intersection of
Interstate 35 Frontage Road and Allen Avenue (COUNCIL DISTRICT 8)
REFERENCE NO.: C-26442
RECOMMENDATION:
It is recommended that the City Council authorize the execution of Amendment No. 1 to Economic
Development Program Agreement with Spoon Industries Inc., City Secretary Contract No. 43199, to
extend the completion deadline and amend certain developer commitments for the completion of the
Cowtown Market redevelopment project located at the Intersection of Interstate 35 Frontage Road and
Allen Avenue.
DISCUSSION:
On May 17, 2011, (City Secretary Contract No. 43199, M&C C-24914) the City Council authorized
execution of an Economic Development Program Agreement with Spoon Industries Inc. (Developer),
related to a gas station and restaurant called Cowtown Market at the intersection of the Interstate 35
Frontage Road and Allen Avenue (Agreement).
The Agreement calls for the Developer to invest at least the amount of $2,000,000.00 into the project,
including removal of existing underground fuel tanks and completion of environmental remediation to the
property as well as construction of certain enhanced parkway improvements above the City's base
requirements by July 31, 2013. The Developer has also agreed to use best efforts to provide at least 15
full-time jobs at the site. Upon verifying the completion of the project, the City agreed to pay the
Developer an economic development program grant in accordance with Chapter 380 of the Texas Local
Government Code, in the amount not to exceed $175,000.00. The funding source for this grant will be
lease revenues received by the City under its lease to the downtown Hilton Fort Worth Hotel (City
Secretary Contract No. 11085, as amended and assigned) of the adjacent underground parking garage,
which is owned by the City and was constructed using Urban Development Action Grant (UDAG) funds
received from the United States Department of Housing and Urban Development pursuant to a 1979
Grant Agreement (City Secretary Contract No 10610).
The Developer originally planned a 4,936 square feet convenience store with a restaurant and drive -
through. However, the Developer was unable to acquire an adjacent lot to provide the necessary square
footage to facilitate a drive -through and meet the stacking requirements necessary for the project. Due to
the Developers inability to acquire the additional lot, the Developer had to reduce the floor plan for the
store to approximately 4,600 square feet and remove the drive -through. The Developer has requested an
amendment to the Agreement to extend the completion deadline and to reduce the minimum investment
since the project will not move forward as originally planned as follows:
Logname. 17AMENDNO.1COWTOWNMARKET-EDPA Page 1 of 2
Developer Commitments Amended:
. Minimum investment in the amount of $1,500,000 to redevelop the site; and
• Complete the project by December 31, 2014
All other commitments of the Agreement will remain in effect. To date, the underground storage tanks
have been removed and demolition of the existing structure has commenced Staff recommends
extending the completion deadline to December 31, 2014 in order to allow the Developer time to complete
the project and amending the minimum investment due to the reduced square footage.
This project is located in COUNCIL DISTRICT 8.
FISCAL INFORMATION / CERTIFICATION:
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
1. CowtownMarktMaoUDAG.ndf (Public)
Fernando Costa (6122)
Cynthia Garcia (8187)
Avis F. Chaisson (6342)
Logname: 17AMENDNO.ICOWTOWNMARKET-EDPA Page 2 of 2