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HomeMy WebLinkAboutContract 43199 (2)Economic Development Program Agreement between City of Fort Worth and Spoon Industries, Inc. -11-12 A10:21 CITY SECRETARY q3J4 CONTRACT NO. .; ECONOMIC DEVELOPMENT PROGRAM AGREEMENT This ECONOMIC DEVELOPMENT PROGRAM AGREEMENT ("Agreement") is entered into by and between the CITY OF FORT WORTH ("City"), a home rule 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 Agreement: A. On or about September 7, 1979 the City entered into that certain Urban Development Action Grant Agreement with the United States Department of Housing and Urban Development UDAG Grant No. B-79-AA-48-0013 for use in acquiring land and constructing a parking garage located under General Worth Park in downtown Fort Worth (City Secretary Contract No. 10610) (the "UDAG Grant Agreement"), as more specifically set forth in the UDAG Grant Agreement. The City has leased such parking garage pursuant to and in accordance with that certain Lease Agreement (Parking Garage Lease) dated on or about May 22, 1980 by and between the City and Hunt Hotel/Fort Worth, Ltd. (City Secretary Contract No. 11085, as amended and assigned). Rental revenues from such lease are deemed "Grant Revenues" under the UDAG Grant Agreement (the "UDAG Grant Fund Proceeds"). The UDAG Grant Agreement allows the City to use the UDAG Grant Fund Proceeds for community or economic development activities eligible for assistance under Title I of the Housing and Community Development Act of 1974, Pub. L. No. 93 -3 83, as amended (the "Act"). B. Developer owns or is in a position to facilitate the development of certain real property in the City at the intersection of Allen Avenue and the Interstate 35W frontage road (the `Land"), as more specifically depicted in the map and property p Y description attached hereto as Exhibit "A". which is hereby made a part of this Agreement for all purposes. Improvements on the Land currently consist of an abandoned gas station that requires environmental remediation due to the presence of underground fuel tanks. Developer has proposed to redevelop the Land by expending a minimum of Two Million Dollars ($2,000,000.00) to (i) remove the existing underground fuel tanks and complete environmental remediation of the Land in accordance with applicable laws and regulations, and (ii) construct, finish out, and complete 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) make any Enhanced Parkway Improvements, as more specifically defined in S.eet4 n� hat_:_ Demero p OFFICIAL, RECORD CITY SECRETARY 1\1 Ft WORTH, TX electively chooses (collectively the "Improvements"). A rendering of the Improvements is set forth in Exhibit `B", attached hereto and hereby made a part of this Agreement for all purposes. C. The 2012 Comprehensive Plan, adopted by the City Council on March 6, 2012 pursuant to Ordinance No. 20085-03-2012 (the "Comprehensive Plan"), recommends that the City focus on revitalization of the Central City. The Comprehensive Plan specifies that one of the principal means of revitalization of the Central City will be the redevelopment of distressed commercial corridors, especially in the vicinity of urban villages, which are highly urbanized places that have a concentration of jobs, housing units, commercial uses, public spaces, public transportation and pedestrian activity, and are typically located along priority commercial corridors. The Land is located in the vicinity of the Evans and Rosedale Urban Village, which, in 2001, the City Council selected as one of twelve areas where revitalization efforts were most needed and where the use of public incentives could most sensibly be focused. D. As recommended by the Comprehensive Plan and in accordance with Resolution No 3716-03-2009, 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 development 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 business 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 (the "380 Program"). E. The Improvements qualify as community or economic development activities eligible for assistance under Title I of the Act. The City Council has found and determined that the Improvements will benefit the City and constitute a positive step in revitalization of the Central City and the Evans and Rosedale Urban Village, in particular. The City Council has also found and determined that, by entering into this Agreement, the potential economic benefits that will accrue to the City under the terms and conditions of this Agreement are consistent with the City's economic development objectives in the City as set forth in the Comprehensive Plan. This Agreement is authorized by Chapter 380 of the Texas Local Government Code. F. The City has determined that the feasibility of Developer's completing the Improvements is contingent on Developer's receipt of the Program Grant pursuant to this Agreement The City's analysis is specifically based on financial information provided by Developer, which Developer warrants to be true and accurate. Economic Development Program Agreement between City of Fort Worth and Spoon Industries, Inc NOW, THEREFORE, in consideration of the mutual benefits and promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: AGREEMENT 1. INCORPORTION OF RECITALS. The City Council hereby finds, and the City and Developer hereby agree, that the recitals set forth above are true and correct and form the basis upon which the City and Developer 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: 380 Proiram has the meaning ascribed to it in Recital D. Act has the meaning ascribed to it in Recital A. Central City means the area of the corporate limits of the City within Loop 820 (i) consisting of all Community Development Block Grant ("CDBG") eligible census block groups; (ii) all Enterprise Zones, and (iii) all census block groups that are contiguous by seventy-five percent (75%) or more of their perimeter to CDBG eligible block groups or Enterprise Zones, as well as any CDBG-eligible block in the corporate limits of the City outside Loop 820 as more specifically depicted in the map attached hereto as Exhibit "C". which is hereby made a part of this Agreement for all purposes. Central City Employment Goal has the meaning ascribed to it in Section 4 2.2. Central City Resident means an individual whose principal place of residence is located within the Central City. Complete Documentation means a report or reports in a form reasonably acceptable to the City that contains a summary of the Construction Costs expended for all Improvements covered by the report, with the following supporting documentation: (i) copies of invoices for all completed work and other documents necessary to demonstrate that such amounts were actually paid, including, without limitation, final lien waivers signed by the general contractors or appropriate subcontractors; (ii) copies of all City permits issued for such work and City -issued `pass" inspections for such work; (iii) cancelled checks and bank statements; and (iv) any other documents or records reasonably necessary to verify Construction Costs expended for such work or to otherwise comply with UDAG Regulations. Economic Development Program Agreement between City of Fort Worth and Spoon Industries, Inc Completion Date means the date as of which (i) a final certificate of occupancy has been issued for all occupiable Improvements and (ii) Complete Documentation for the Improvements have been submitted to the Director in accordance with this Agreement. Completion Deadline means July 31, 2013. Comprehensive Plan has the meaning ascribed to it in Recital C. Construction Costs means the following expenditures made by Developer for the Improvements: (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, as verified by the Director following receipt of Complete Documentation in accordance with this Agreement Construction Costs specifically excludes any Land acquisition costs or rents, costs for provision of security on the Land, and any cost constituting an ineligible activity under UDAG Regulations. Director means the director of the City's Housing and Economic Development Department or authorized designee. Effective Date has the meaning ascribed to it in Section 3 Enhanced Parkway Improvements means those improvements to the parkway portion of the public right-of-way adjacent to the Land undertaken by Developer, with the Director's written consent, which are in excess of those required pursuant to the City's Subdivision Ordinance, as codified at Chapter 31 of the City Code; the Comprehensive Zoning Ordinance, as codified at Appendix A of the City Code; and any other applicable ordinance of the City. Force Maieure means an event beyond a party's control, including, without limitation, acts of God, fires, strikes, national disasters, wars, terrorism, riots, material or labor restrictions, and, with respect to Developer, unreasonable delays by the City in issuing any permits with respect to the Improvements or inspection of any of the Improvements (taking into account the City's then -current workload with respect to the issuance of permits or the conducting of inspections), but shall not include construction delays caused due to purely financial matters involving any entity, including, but not limited to, Developer, such as, without limitation, delays in the obtaining of adequate financing Full-time Job means a job filled by one (1) individual for a period of not less than forty (40) hours per week. HUD means the United States Department of Housing and Urban Development Economic Development Program Agreement between City of Fort Worth and Spoon Industries, Inc Improvements has the meaning ascribed to it in Recital B. Land has the meaning ascribed to it in Recital B. Overall Employment Goal has the meaning ascribed to it in Section 4 2 1 Program means the economic development program authorized by Chapter 380 of the Texas Local Government Code and established and outlined in this Agreement. Program Grant means an economic development grant paid by the City to Developer as part of the Program, as more specifically set forth in Section 5. Records means all financial and business records of Developer or provided to Developer that relate to the Improvements or that contain information necessary for the Director to calculate or verify Developer's compliance with this Agreement. UDAG means Urban Development Action Grant and the grant program of the same name administered by HUD. UDAG Grant Agreement has the meaning ascribed to it in Recital A. UDAG Grant Fund Proceeds has the meaning ascribed to it in Recital A. UDAG Regulations means the Act and all other laws, rules, regulations, and contractual obligations pertaining to UDAG and the use of the UDAG Grant Fund Proceeds. 3. TERM. This Agreement shall be effective as of the date of execution by both parties (the "Effective Date") and, subject to the provisions of Section 6 of this Agreement, shall expire on the date as of which the City has paid Developer the Program Grant owed by the City pursuant to and in accordance with this Agreement, unless terminated earlier as provided by and in accordance with this Agreement. 4. DEVELOPER'S OBLIGATIONS. 4.1. Completion of Improvements. Developer shall expend at least Two Million Dollars ($2,000,000.00) in Construction Costs for the Improvements as of the Completion Date, which amount is subject to wntten 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. Economic Development Program Agreement between City of Fort Worth and Spoon Industries, Inc. 4.2. Employment Goals. 4.2.1. Overall Employment. Developer will use its best efforts to ensure that at least fifteen (15) Full-time Jobs will be provided and filled on the Land (the "Overall Employment Goal"). 4.2.2. Central City Employment. Developer will use its best efforts to ensure that at least fifty percent (50%) of all Full-time Jobs provided and filled on the Land, regardless of the total number of such Jobs, will be held by Central City Residents (the `Central City Employment Goal"). 4.3. Reports. 4.3.1. Monthly Construction Spendinw Reports. From the Effective Date until the Completion Deadline, Developer will provide the City with a monthly report in a form reasonably acceptable to the City that specifically outlines the then -current aggregate Construction Costs expended by or on behalf of Developer for the Improvements. 4.3.2. Employment Reports. Developer shall provide the City with a report on or before February 1 of each year following the Completion Date that outlines the number of Full-time Jobs provided and filled by Developer on the Land during the previous calendar year that were held by individuals residing within the Central City, as evidenced by, without limitation, the zip codes of the residences of such individuals. If Developer fails to provide any such report, the City will notify Developer in writing, and Developer will provide such report within thirty (30) calendar days following receipt of the written notice. Notwithstanding anything to the contrary herein, because it is anticipated that all Program Grants owed by the City to Developer will be paid prior to the due date of the first report, the parties agree that the sole remedy for failure to provide any report required by this Section 4.3.3 shall be specific performance by Developer Unless this Agreement is terminated by the City pursuant to Section 6.1, this Section 4.3.2 shall survive termination or expiration of this Agreement. Economic Development Program Agreement between City of Fort Worth and Spoon Industries, Inc 4.3.3. Other Reports. Developer shall supply any additional information requested by the City that is pertinent to the City's evaluation of Developer's compliance with each of the terms and conditions of this Agreement or that is necessary to assist the City in demonstrating compliance with UDAG Regulations 4.4. Inspection of Land and Improvements. Following reasonable advance notice to Developer, the City shall have, and Developer shall provide or cause to be provided, access to the Land and any improvements thereon, in order for the City to inspect the Land and evaluate the 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. 4.5. Audits. The City shall have the right to audit Developer's Records at any time during the Term of this Agreement and for three (3) years thereafter in order to ensure compliance with this Agreement Developer shall make all Records available to the City on the Land or at another location in the City following reasonable advance notice by the City and shall otherwise cooperate fully with the City during any audit. This Section 4 5 shall survive the termination or expiration of this Agreement 5. PROGRAM GRANTS. Subject to all terms and conditions of this Agreement, the City will pay Developer Program Grants upon completion of the Improvements or certain milestones associated with improvements on the Land, 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 Developer expended at least Two Million Dollars ($2,000,000 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 Economic Development Program Agreement between City of Fort Worth and Spoon Industries, Inc 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 Enhanced Parkway Improvements, or (ii) One Hundred Seventy-five Thousand Dollars ($175,000.00), whichever amount is less. 5.2. Source of Program Grants: Program Cap and Allocation Limitations. Notwithstanding anything to the contrary herein, it is understood and agreed that all Program Grants paid pursuant to this Agreement exclusively shall come from currently available UDAG Grant Proceeds (and no other funds or bond proceeds of the City) and shall be paid only in accordance with and subject to UDAG Regulations and any other applicable HUD requirements. 6. DEFAULT AND TERMINATION. 6.1. Failure to Complete Improvements. If (i) Developer fails to expend at least Two Million Dollars ($2,000,000.00) 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. 6.2. Failure to Submit Reports. If Developer fails to submit any monthly construction report or other report required by Sections 4.3.1 or 4.3.3, the City shall notify Developer in writing and Developer shall have thirty (30) calendar days from the date of receipt of the written notice 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 of written notice of such intent. Notwithstanding anything to the contrary herein, the City will not be required to pay any Program Grant during the time that a report required by Sections 4.3.1 or 4.3.3 is past due. If Developer fails to submit any employment report required by Section 4 3.2, Section 4 3.2 shall control. 6.3. In General. Subject to Sections 6.1 and 6 2 and unless specifically provided otherwise in this Agreement, Developer shall be in default under this Agreement if Economic Development Program Agreement between City of Fort Worth and Spoon Industries, Inc. Developer breaches any term or condition of this Agreement. In the event that such a breach remains uncured after thirty (30) calendar days following receipt of written notice by the City referencing this Agreement (or, if Developer has diligently and continuously attempted cure following receipt of such written notice but reasonably requires more than thirty (30) calendar days to cure, then such additional amount of time as is reasonably necessary to effect cure, as determined by both parties mutually and in good faith), the City shall have the right to terminate this Agreement effective immediately upon provision of written notice of such intent to Developer. 6.4. By Mutual Agreement. The parties may terminate this Agreement by mutual written agreement. 6.5. Knowing Employment of Undocumented Workers. Developer 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. Developer hereby certifies that Developer, and any branches, divisions, or departments of Developer, 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 Developer, or any branch, division, or department of Developer, is convicted of a violation undef 8 U.S.0 Section 13244) (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 Developer); or • if such conviction occurs after expiration or termination of this Agreement, subject to any appellate rights that may lawfully be available to and exercised by Developer, Developer shall repay, within one hundred twenty (120) calendar days following receipt of written demand from the City, the amount of the Program Grant plus Simple Interest at a rate of four percent (4%) per annum. For the purposes of this Section 6.5, "Simple Interest" is defined as a rate of interest applied only to an original value, in this case the amount of the Program Grant. This rate of interest can be applied each year, but will only apply to the amount of the Program Grant and will not be applied to interest calculated. For example, on a Program Grant of $175 000.00 that is required to be paid back with four percent (4%) interest three years later, the total amount would be $175,000 + [3 x ($175,000 x 0.04)), which is $21,000.00, for a total amount of $196,000.00. Economic Development Program Agreement between City of Fort Worth and Spoon Industries, Inc. This Section 6.5 does not apply to convictions of any subsidiary or affiliate entity of Developer, by any franchisees of Developer, or by a person or entity with whom Developer contracts. Notwithstanding anything to the contrary herein, this Section 6.5 shall survive the expiration or termination of this Agreement. 7. INDEPENDENT CONTRACTOR. It is expressly understood and agreed that Developer shall operate as an independent contractor in each and every respect hereunder and not as an agent, representative or employee of the City. Developer shall have the exclusive right to control all details and day-to-day operations relative to the Land and the Improvements and shall be solely responsible for the acts and omissions of its officers, agents, servants, employees, contractors, subcontractors, licensees and invitees. Developer acknowledges that the doctrine of respondeat superior will not apply as between the City and Developer, its officers, agents, servants, employees, contractors, subcontractors, licensees and invitees. Developer further agrees that nothing in this Agreement will be construed as the creation of a partnership or joint enterprise between the City and Developer. 9. INDEMNIFICATION. DEVELOPER 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 DEVELOPER'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL INJURY, INCLUDING DEATH, THAT MAY RELATE TO, ARISE O UT OF OR BE OCCASIONED BY (i) DEVELOPER'S BREACH OF ANY OF THE TERMS OR PROVISIONS OF THIS AGREEMENT OR (it) ANY NEGLIGENT ACT OR OMISSION OR INTENTIONAL MISCONDUCT OF DEVELOPER, ITS OFFICERS, AGENTS, ASSOCIATES, EMPLOYEES, CONTRACTORS (OTHER THAN THE CITY) OR SUBCONTRACTORS, RELATED TO THE LAND, THE IMPROVEMENTS OR ANY OTHER IMPROVEMENTS THEREON, OR ANY USE OF THE LAND OR ANY IMPROVEMENTS THEREON; EXCEPT THAT THE INDEMNITY PROVIDED FOR IN THIS PARAGRAPH SHALL NOT APPLY TO ANY LIABILITY RESULTING FROM THE SOLE NEGLIGENCE OF THE CITY OR ITS OFFICERS, AGENTS, OR EMPLOYEES, AND IN THE EVENT OF JOINT AND CONCURRENT NEGLIGENCE OF BOTH DEVELOPER AND CITY, RESPONSIBILITY, IF ANY, SHALL BE APPORTIONED COMPARATIVELY IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS. Economic Development Program Agreement between City of Fort Worth and Spoon Industries, Inc. 10. NOTICES. All written notices called for or required by this Agreement shall be addressed to the following, or such other party or address as either party designates in writing, by certified mail, postage prepaid or by hand delivery: City: Attn: Director Housing and Economic Dev. Dept. 1000 Throckmorton St. Fort Worth, TX 76102 Phone: 817-392-6103 with a copy to: Attn: City Attorney City Attorney's Office 1000 Throckmorton St. Fort Worth, TX 76102 11. ASSIGNMENT AND SUCCESSORS. Developer: Attn: Gary Weatherspoon Spoon Industries, Inc. 6934 Mesa Drive Fort Worth, TX 76132 Phone: 817-263-6583 Developer may not assign, transfer or otherwise convey any of its rights and obligations under this Agreement to another party without the written consent of the City, which consent shall not unreasonably be withheld or delayed, conditioned on prior execution by the proposed assignee or successor of a written agreement with the City under which the proposed assignee or successor agrees to assume all covenants and obligations of Developer under this Agreement. Any lawful assignee or successor in interest of Developer under this Agreement shall be deemed the "Developer" for all purposes under this Agreement The City may assign this agreement to any party provided that such assignee agrees to assume the rights and obligations of the City hereunder. 12. COMPLIANCE WITH LAWS. ORDINANCES. RULES AND REGULATIONS. This Agreement will be subject to, and the parties hereto shall comply with, all applicable federal state and local laws, ordinances, rules and regulations, including, but not limited to, all provisions of the City's Charter and ordinances, as amended. Economic Development Program Agreement between City of Fort Worth and Spoon Industries, Inc. 13. GOVERNMENTAL POWERS. It is understood that by execution of this Agreement, the City does not waive or surrender any of it governmental powers. 14. NO WAIVER. The failure of either party to insist upon the performance of any term or provision of this Agreement or to exercise any right granted hereunder shall not constitute a waiver of that party's right to insist upon appropriate performance or to assert any such right on any future occasion. 15. 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. 16. 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. 17. NO THIRD PARTY RIGHTS. THE PROVISIONS AND CONDITIONS OF THIS AGREEMENT ARE SOLELY FOR THE BENEFIT OF THE CITY AND DEVELOPER, AND ANY LAWFUL ASSIGN OR SUCCESSOR OF DEVELOPER, AND ARE NOT INTENDED TO CREATE ANY RIGHTS, CONTRACTUAL OR OTHERWISE, TO ANY OTHER PERSON OR ENTITY, INCLUDING TO ANY PERSONS OR ENTITIES CONTRACTING OR PARTNERING WITH DEVELOPER TO CONSTRUCT THE EDI GRANT IMPROVEMENTS Economic Development Program Agreement between City of Fort Worth and Spoon Industries, Inc 18. FORCE MAJEURE. Subject to any UDAG Regulations and any other applicable rules and regulations of HUD, it is expressly understood and agreed by the parties to this Agreement that if the performance of any obligations hereunder is delayed on account of an event of Force Majeure, the party so obligated will be excused from doing the same for an amount of time equal to the duration of the event of Force Majeure. 19. 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. 20. CAPTIONS. Captions and headings used in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement. 21. 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 Developer 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. 22. 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. [SIGNATURES APPEAR ON NEXT PAGE] Economic Development Program Agreement between City of Fort Worth and Spoon Industries, Inc. E as °f the last date indicated aced below: CITY OF FORT WORTII: By; >wm-a° Fernando Costa Assistant City Maxi ager .date. ecret 4Spqn Ze SPOONINDUST °rporatiIUES z °'�� C', a Texas By. Gary W Presjd Date. Economic De'�e�opment Pr between City o f ogram fort Worth and AgrSpoon loan Industries, Inc. APPROVED Peter Vaky Deputy City AC.25‘ey -S y7 all xrigt et‘zitopatatiiiii. v a Q4,01;1°000gkrittilLcpcsr A' OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX OS- JJ 7-• j 1 • EXHIBITS "A" — Depiction/Description of the Land "B" — Description/Depiction of Improvements "C" —Map of Central City Economic Development Program Agreement between City of Fort Worth and Spoon Industries, Inc. EXHI 1,° IT "A" Description of and Map Depicting the Land The Land is depicted as two parcels that comprise approximately 42,356 square feet commonly known as 1703 South Freeway and 800 East Allen Avenue. The Land is located at the intersection of Allen Avenue and the Interstate 3 5W frontage road. The legal descriptions of the parcels are: Hyde Park Addition, Blk 20 Lots 515 Thru 517 & E 14.55 Lot 518 - 19,800 square feet Hyde Park Addition, Blk 20 Lot 523R - 22,556 square feet MA3NOL-IA /IORPH‘ z d 1 H D MADDOX-8 ELM NOOD-- -JEFF RSON BA LT mon G. Cr `-'car -ems q. tiAttis 1 , 1 1 2 0 0 MISSOURI MAGNOLI P MYRTLE MADDOY Cowtown Market RICHMOND -BALTIMORE i 0 0 -J M DRPHY MYRTLE ce ALLEN ELMWOOD JEFFERSON MISSISSIPPI ARLINGTON MAGNOLIA MORPHV 0 _ m--I -YRTLE 6 —MA )DOX-- ALLEN w w m Copyright 2011 City of Fort Worth. Unauthorized reproduction is a violat on of applicable FORT WORTH. laws. This product Is for Informational purposes and may not have been prepared for or be suitable for legal, engineering, or surveying purposes. It does not represent an on -the - ground survey and represents only the approximate relative location of property boundaries. The City of Fort Worth assumes no responsibility for the accuracy of said data. Economic Development Program Agreement between City of Fort Worth and Spoon Industries, Inc. • J EXHIBIT "B" Rendering of Improvements jYr•`_r -_-__ 71( a yI,orrni SZi •..wtixw_rx_ -- r 02 EXTERIOR ELEVATION SCALE: 311S" • 1%0' . z= • I If■ 1 n 1 u I I I - - — __ 'i._..ST.aT2t __ 3 .' - i �zw i•1.:. .sue-r.-.--.-f•. _ .r y. I ref .-.jl....;. * 1 04 EXTERIOR ELEVATION SCALE: 311V' • 11-0" I 02 EXTERIOR ELEVATION SCALE: 31111' • 11.0' �IYIF • ti'i--e-trtv.c. -ter 04 EXTERIOR ELEVATION • SCALE: 3113' • 11•/' Economic Development Program Agreement between City of Fort Worth and Spoon Industries, Inc. • • PRELIMINARY NOT FOR REGULATORY APPROVAL, PERMUTING OR CONSTRUCTION EXHIBIT "C" Map of Central City 0 4 8 12 16 Miles t \ FORT WORTH Copyright 2011 City of Fort Worth. Unauthorized reproduction is a violation of applicable Legend , laws. This product is for Informational purposes and may not have been prepared for or be suitable for legal, engineering, or surveying purposes. It does not represent an on-the- onita- ground survey and represents only the approximate relative location of property CENTRAL CITY kw 1 CITY LIMIT boundaries. The City of Fort Worth assumes no responsibility for the accuracy of said data. Economic Development Program Agreement between City of Fort Worth and Spoon Industries, Inc. M&C Review DATE: CODE: SUBJECT: Page 1 of 2 Official site of the City of Fort Worth, Texas RT WORM COUNCIL ACTION: Approved on 5/17/2011 - Ordinance No. 19691-05-2011 5/17/2011 REFERENCE NO.: C TYPE• C-24914 LOG NAME: 17COWTOWNMARKET- U DAG NON- PUBLIC CONSENT HEARING: NO Authorize Execution of Economic Development Program Agreement with Spoon Industries, Inc., for Cowtown Market Redevelopment Project at the Intersection of Interstate 35 Frontage Road and Allen Avenue and Adopt Related Appropriation Ordinance (COUNCIL DISTRICT 8) RECOMMENDATION: It is recommended that the City Council: 1. Authorize the City Manager to execute an Economic Development Program Agreement with Spoon Industries, Inc. pursuant to which the City will make an economic development grant authorized by Chapter 380 of the Texas Local Government Code in an amount not to exceed $175,000.00 in return for completion of the Cowtown Market redevelopment project at the Intersection of Interstate 35 Frontage Road and Allen Avenue; 2. Authorize Urban Development Action Grant proceeds from the Hyatt Regency, now known as the Hilton Parking Garage project as the funding source for the economic development grant to Spoon Industries, Inc.; and 3. Adopt the attached appropriation ordinance increasing estimated receipts and appropriations of the Grants Fund by $175,000.00. DISCUSSION: Spoon Industries, Inc. (Developer) proposes to develop a gas station and restaurant called Cowtown Market at the intersection of the Interstate 35 Frontage Road and Allen Avenue. The development will include a Shell gas station and a Jumburrito restaurant which is the first of its kind in the Metroplex The Developer will invest at least $2,000,000.00 into the project and has agreed to a goal of creating 15 new full-time jobs following completion. The site currently contains an abandoned gas station that requires environmental remediation due to underground fuel tanks. In addition, a sanitary sewer line runs in an alley across the site. The new development will consist of a state-of-the-art 4,936 square foot convenience store and a five bay self- service gas station. In return for the site redevelopment and job -creation goal by Developer for this project, City staff proposes and recommends the following terms for an Economic Development Program Agreement with Developer. Developer Commitments: Minimum investment of $2,000,000.00 to redevelopment the site; Environmental remediation of the site, including demolition and removal of existing gasoline tanks; Construct certain enhanced parkway improvements above City's base requirements; and Make a good faith effort, as a goal, to provide a minimum of 15 full-time jobs, of which 50 percent must be with Fort Worth Central City residents. http://www.fortworthgov.org/counckpacket/me_review.asp?ID=1 5 163 &councildate=5/... 05/02/2012 M&C Review Page 2 of 2 City Commitment Upon verification that the site has been redeveloped in accordance with the requirements above, the City will pay Developer an economic development grant not to exceed $175,000.00. The funding source for the grant will be the City's portion of revenues received from parking fees associated with the parking garage now known as the Hilton Hotel parking garage, which was funded with Urban Development Action Grant (UDAG) funds. The Hyatt Regency Parking Garage project has a remaining balance of $416,849.00. Proceeds of the project must also be utilized specifically for activities that meet the requirements of the UDAG program The Cowtown Market project meets the industrial and commercial project eligibility requirements of the UDAG program. This project is located in COUNCIL DISTRICT 8. FISCAL INFORMATION/CERTIFICATION: The Financial Management Services Director certifies that upon approval of the above recommendations and adoption of the attached appropriation ordinance, funds will be available in the current operating budget, as appropriated, of the Grants Fund. TO Fund/Account/Centers GR76 539120 005206948060 $175.000.00 GR76 442216 005206948000 $175.000.00 Submitted for Citv Manager's Office bv: Originating Denartment Head: Additional Information Contact: FROM Fund/Account/Centers GR76 539120 005206948060 $175.000.00 Susan Alanis (8180) Jay Chapa (5804) Cynthia Garcia (8187) Avis F. Chaisson (6342) ATTACHMENTS 17COWTOWNMARKET UDAG AO11.doc CowtownMarktMapUDAG.Qdf http://www.fortworthgov.org/council_packet/mc_review. asp?ID=1 51 63 &councildate=5/... 05/02/2012 Ordinance No. 19691-05-2011 AN ORDINANCE INCREASING THE ESTIMATED RECEIPTS AND APPROPRIATIONS IN THE GRANTS FUND IN THE AMOUNT OF $175,000 00, FROM AVAILABLE FUNDS, FOR THE PURPOSE OF FUNDING THE COWTOWN MARKET DEVELOPMENT AT THE INTERSECTION OF INTERSTATE 35 FRONTAGE ROAD AND ALLEN AVENUE; PROVIDING FOR A SEVERABILITY CLAUSE; MAKING THIS ORDINANCE CUMULATIVE OF PRIOR ORDINANCES; REPEALING ALL ORDINANCES IN CONFLICT HEREWITH; AND PROVIDING AN EFFECTIVE DATE. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF FORT WORTH, TEXAS: SECTION 1. That in addition to those amounts allocated to the various City departments for Fiscal Year 2010-2011 in the Budget of the City Manager, there shall also be increased estimated receipts and appropriations in the Grants Fund in the amount of $175,000 00 from available funds, for the purpose of funding the Cowtown Market Development at the intersection of Interstate 35 Frontage Road and Allen Avenue. SECTION 2. That should any portion, section or part of a section of this ordinance be declared invalid, inoperative or void for any reason by a court of competent jurisdiction, such decision opinion or judgment shall in no way impair the remaining portions, sections, or parts of sections of this ordinance, which said remaining provisions shall be and remain in full force and effect. SECTION 3. That this ordinance shall be cumulative of Ordinance No.19355 and all other ordinances and appropriations amending the same except in those instances where the provisions of this ordinance are in direct conflict with such other ordinances and appropriations, in which instance said conflicting provisions of said prior ordinances and appropriations are hereby expressly repealed. SECTION 4. This ordinance shall take effect upon adoption. APPROVED AS TO FORM AND LEGALITY: Assistant City Attorney ADOPTED AND EFFECTIVE Mav 17. 2011 Jif 01 Ft • 0� (i1. Lit P, �e� ' 1 • . IRE Ali, IRE tw L • �1 Y o r, 41-ro r 0_ar � - r • v 1p Info Ile r Lot Of ", Iry I %wh a 41 pi If IN �w4vl all -_ -���- - - - - — - --- i - ► Q*. or kk ' - 449 IT Tc I. SEE - O 'l. A.,ot . O 5. ll Ir oil iL saw IP —. • pi r- w '* ' - a PL.'- �� _' - O mvNor flow a a .J 06 n- .,j, sib b� �w al 13 111� :r S ALI - � � yir _� ��. •� �\'/� o � - •� Jam'