HomeMy WebLinkAboutContract 41182 . r
CITY SECRETARY
CONTRACT NO,
ECONOMIC DEVELOPMENT PROGRAM AGREEMENT
This ECONOMIC DEVELOPMENT PROGRAM AGREEMENT
("Agreement") is entered into by and between the CITY OF FORT WORTH, TEXAS
(the "City"), a home rule municipal corporation organized under the laws of the State of
Texas, and ROBERT G. MUCKLEROY ("Developer"), an individual.
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. Developer owns or is under contract to purchase certain real property at
4851 and 4900 Carey Street, as more specifically depicted and described in Exhibit "A",
attached hereto and hereby made a part of this Agreement for all purposes (the
"Development Property"). The Development Property is the preferred site for the
relocation and construction of a Texas Department of Criminal Justice District Parole
Office (the "Parole Office"). The Development Property is located within the Central
City, as defined in the 2010 Comprehensive Plan, adopted by the City Council on
February 23, 2010 pursuant to Ordinance No. 19044-02-2010 (the "Comprehensive
Plan").
B. Developer intends to construct or cause construction on the Development
Property of a new Parole Office with at least 12,000 square feet (the "Development").
The proposed Development is generally depicted in the schematic attached hereto as
Exhibit"B", which is hereby made a part of this Agreement for all purposes. Developer
has represented to the City that the Development will not be feasible financially without
public assistance due to, among other things, obsolete infrastructure on and around the
Development Property. The Development will benefit both the Development Property
and its surrounding area as well as foster new development in the area around the
previous Parole Office location.
C. The Comprehensive Plan recommends that the City promote Central City
locations in the City for business development and that the City establish incentives to
promote development and redevelopment in the Central City.
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 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 businesseF
an
Page 1
OFFICIAL RECORD
Economic Development Program Agreement CITY SECRETARY
Regarding TDC Parole Office(4851/4900 Carey Street) _ FT. WORTM TX
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 employment and other public
benefits to be made or invested in the City(the 11380 Program").
E. The City Council has determined that by entering into this Agreement, the
potential economic benefits that will accrue to the City under the terms and conditions of
this Agreement are consistent with the City's economic development objectives and that
promoting this Development on the Development Property and in the Central City
generally will further the goals espoused by the Comprehensive Plan for positive growth
in the City. In addition, the City Council has determined that the 380 Program is an
appropriate means to achieve the construction of the Development, which the City
Council has determined is necessary and desirable, and that the potential economic
benefits that will accrue to the City pursuant the terms and conditions of this Agreement
are consistent with the City's economic development objectives as outlined 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 the Development is
contingent on Developer's receipt of the Program Grants, as provided in this Agreement.
The City's analysis is specifically based on financial information provided by Developer.
NOW, THEREFORE, in consideration of the mutual benefits and promises
contained herein and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties agree as follows:
AGREEMENT
1. INCORPORATION OF RECITALS.
The City Council has found, and the City and Developer hereby agree, that the
recitals set forth above are true and correct and form the basis upon which the parties
have entered into this Agreement.
2. DEFINITIONS.
In addition to terms defined in the body of this Agreement, the following terms
shall have the definitions ascribed to them as follows:
380 Program has the meaning ascribed to it in Recital D.
Page 2
Economic Development Program Agreement
Regarding TDC Parole Office(4851/4900 Carey Street)
Affiliate means all entities, incorporated or otherwise, under common control
with, controlled by or controlling Developer. For purposes of this definition, "control"
means fifty percent (50%) or more of the ownership determined by either value or vote.
Certificate of Completion has the meaning ascribed to in Section 5.1.
Completion Date means the date as of which certificates of occupancy, whether
final or temporary, have been issued by the City for all of the improvements comprising the
Development.
Completion Deadline means May 1, 2011.
Comprehensive Plan has the meaning ascribed to it in Recital A.
Construction Costs means the following costs directly expended by Developer
for the Development: actual site development and construction costs, contractor fees and
the costs of supplies and materials; engineering fees; architectural and design fees, but
specifically excludes land acquisition costs; costs of financing; and any costs for utility
improvements made anywhere other than on the Development Property, even if such
utility improvements are necessary to bring utility service to the Development Property.
Development has the meaning ascribed to it in Recital B.
Development Property has the meaning ascribed to it in Recital A.
Development Property User means any person or entity that has the legal right
to use all or any portion of the Development for commercial or other lawful purposes,
including without limitation, Developer and the State of Texas.
Development Real Property Tax Revenues means ad valorem taxes on the
Development Property and any improvements located thereon, minus the taxes payable
on the Development Property and any improvements located thereon for the 2010 tax
year, based on the taxable appraised value of the Development Property and any
improvements located thereon for the 2010 tax year. The taxable appraised value of the
Development Property and any improvements located thereon for any given year will be
established solely by the appraisal district that has jurisdiction over the Development
Property at the time.
Director means the director of the City's Housing and Economic Development
Department.
Effective Date has the meaning ascribed to it in Section 3.
E...ploiment Goal has the meaning ascribed to it in Section 4.4.
Page 3
Economic Development Program Agreement
Regarding TDC Parole Office(4851/4900 Carey Street)
Fort Worth Certified M/WBE Company means a minority or woman-owned
business that has received certification as either a minority business enterprise (MBE), a
woman business enterprise (WBE) or a disadvantaged business enterprise (DBE) by the
North Texas Regional Certification Agency (NTRCA) and that has a principal business
office located within the corporate limits of the City that performs a commercially useful
function and that provides the services for which Developer is seeking credit under this
Agreement.
Job means a job provided to an individual by a Development Property User on
the Development Property.
M/WBE Construction Goal has the meaning ascribed to it in Section 4.3.
Overall Construction Commitment has the meaning ascribed to it in Section
4.1.
Parole Office has the meaning ascribed to it in Recital A.
Program Cap means Ninety-four Thousand Three Hundred Seventy-four Dollars
($94,374.00), which is the maximum number of gross dollars comprising all annual
Program Grants that the City is required to pay Developer pursuant to this Agreement.
Program Grants means the annual economic development grants paid by the
City to Developer in accordance with this Agreement and as part of the 380 Program.
Program Year means a calendar year in which the City is obligated pursuant to
this Agreement to pay Developer a Program Grant, beginning with the first full calendar
year following the Completion Date(Program Year 1).
Records has the meaning ascribed to it in Section 4.6.
TDCJ Lease has the meaning ascribed to it in Section 4.2.
Term has the meaning ascribed to it in Section 3.
Twelve-Month Period means the period between February 1 of a given year and
January 31 of the following year.
3. TERM.
This Agreement shall be effective as of the date of execution by both parties (the
"Effective Date") and, unless terminated earlier in accordance with this Agreement, shall
expire on the earlier of (i) the date as of which the City has paid all Program Grants
required hereunder or (ii) the date as of which the amount of aggregate Program Grants
paid by the City equals Program Cap(the"Term").
Page 4
Economic Development Program Agreement
Regarding TDC Parole Office(4851/4900 Carey Street)
4. DEVELOPER OBLIGATIONS, GOALS AND COMMITMENTS.
4.1. Real Property Improvements.
In accordance with the terms and conditions of this Agreement, by the
Completion Date Developer shall have expended at least Nine Hundred Thousand
Dollars ($900,000.00) in Construction Costs for the Development (the "Overall
Construction Commitment"). The Completion Date must occur on or before
the Completion Deadline.
4.2. Use of Real Property Improvements.
On or before the Completion Date, Developer shall provide the Director
with a copy of a lease, executed by both Developer and the State of Texas,
pursuant to which the State of Texas (Department of Corrections) agrees to lease
and use the Development for a Parole Office for an initial term of at least ten (10)
years (the "TDCJ Lease").
4.3. Construction Spending Goal for Fort Worth Certified M/WBE
Companies.
Developer shall use commercially reasonable efforts to expend or cause to
be expended with Fort Worth Certified M/WBE Companies at least twenty
percent (20%) of all Construction Costs for the Development, regardless of the
total amount of such Construction Costs (the"M/WBE Construction Goal").
4.4. Employment Goal.
From and after the Completion Date, Developer will use commercially
reasonable efforts to cause at least five (5) Jobs to be provided on the
Development Property(the "Employment Goal').
4.5. Reports and Filines.
4.5.1. Plan for Use of Fort Worth Certified M/WBE Companies.
Within thirty (30) calendar days following the Effective Date or
prior to the submission of an application by or on behalf of Developer for
a permit from the City to initiate any work on the Development (including
demolition work), whichever is earlier, Developer will file a plan with the
Director as to how Developer intends to meet the M/WBE Construction
Goal. Developer agrees to meet with the City's M/WBE Office and
Minority and Women Business Enterprise Advisory Committee as
Page 5
Economic Development Program Agreement
Regarding TDC Parole Office(4851/4900 Carey Street)
reasonably necessary for assistance in implementing such plan and to
address any concerns that the City may have with such plan.
4.5.2. Construction Spending Reports.
4.5.2.1. Monthly Reports.
From the Effective Date until the Completion Date,
in order to enable the City to assist Developer in meeting the
M/WBE Construction Goal, Developer will provide the Director
with a monthly report in a form reasonably acceptable to the City
that specifically outlines the then-current aggregate Construction
Costs expended by and on behalf of Developer for the
Development as well as the then-current aggregate Construction
Costs expended by and on behalf of Developer for the
Development with Fort Worth Certified M/WBE Companies.
Developer agrees to meet with the City's M/WBE Office and
Minority and Women Business Enterprise Advisory Committee as
reasonably necessary for assistance in meeting or exceeding the
M/WBE Construction Goal and to address any related concerns
that the City may have.
4.5.2.2. Final Construction Report.
Within thirty (30) calendar days following the
Completion Date, in order for the City to assess the degree to
which Developer met the Overall Construction Commitment as
well as the M/WBE Construction Goal, Developer will provide the
Director with a report in a form reasonably acceptable to the City
that specifically outlines the total Construction Costs expended by
and on behalf of Developer for the Development, together with
supporting invoices and other documents necessary to demonstrate
that such amounts were actually paid by Developer, including,
without limitation, final lien waivers signed by Developer's
general contractor. This report shall also include actual total
Construction Costs expended by Developer for construction of the
Development with Fort Worth Certified M/WBE Companies,
together with supporting invoices and other documents necessary
to demonstrate that such amounts were actually paid by Developer
to such contractors.
4.5.3. Annual Employment Report.
On or before February 1 of the year following the Completion Date
and of each year thereafter, in order for the City to assess the degree to
which Developer met the Employment Goal in the previous calendar year,
Page 6
Economic Development Program Agreement
Regarding TDC Parole Office(4851/4900 Carey Street)
Developer shall provide the Director with a report in a form reasonably
acceptable to the City that sets forth the total number of individuals who
held Jobs on the Development Property, all as of December 1 (or such
other date requested by Developer and reasonably acceptable to the City)
of the previous year, together with reasonable supporting documentation.
If Developer failed to meet the Employment Goal in the previous calendar
year, Developer shall include an explanation as to why Developer believes
it did not meet the Employment Goal and the efforts that Developer
utilized to meet the Employment Goal.
4.6. Audits.
The City will have the right throughout the Term to audit the financial and
business records of Developer that relate to the Development and any other
documents necessary to evaluate Developer's compliance with this Agreement or
with the commitments and goals set forth in this Agreement, including, but not
limited to construction documents and invoices (collectively "Records").
Developer shall make all Records available to the City on the Development
Property or at another location in the City acceptable to both parties following
reasonable advance notice by the City and shall otherwise cooperate fully with the
City during any audit.
5. CITY OBLIGATIONS.
5.1. Issuance of Certificate of Completion or Development.
Within sixty (60) calendar days following receipt by the City of the final
construction spending report for the Development, as required by Section 4.5.2.2,
and assessment by the City of the information contained therein, if the City is able
to verify that Developer expended at least $900,000.00 in Construction Costs for
the Development by the Completion Date and that the Completion Date occurred
on or before the Completion Deadline, the Director will issue Developer a
certificate stating the amount of Construction Costs expended on the
Development, including amounts expended specifically with Fort Worth Certified
M/WBE Companies (the "Certificate of Completion").
5.2. Annual Program Grants.
Subject to the terms and conditions of this Agreement, provided that
Developer expended at least $900,000.00 in Construction Costs for the
Development by the Completion Date and that the Completion Date occurred on
or before the Completion Deadline, Developer will be entitled to receive from the
City up to ten (10) annual Program Grants. The amount of each Program Grant
shall equal one hundred percent (100%) of the Development Real Property Tax
Revenues received by the City in the Twelve-Month Period ending in the same
Page 7
Economic Development Program Agreement
Regarding TDC Parole Office(4851/4900 Carey Street)
year in which the Program Grant is owed. Notwithstanding anything to the
contrary herein, aggregate Program Grants payable under this Agreement shall be
subject to and shall not exceed the Program Cap.
5.2.1. Program Cap.
Once the City has paid Developer aggregate Program Grants equal
to the Program Cap, this Agreement shall terminate. If in any Program
Year the amount of a Program Grant would cause the aggregate Program
Grants paid by the City pursuant to this Agreement to exceed the Program
Cap, the amount of the Program Grant payable in that Program Year shall
equal the difference between the aggregate of all Program Grants paid by
the City as of the previous Program Year and the Program Cap, and this
Agreement shall terminate upon payment of such Program Grant.
5.2.2. Deadline for Payments and Source of Funds.
The first Program Grant payable hereunder (in other words, the
Program Grant payable for Program Year 1) shall be paid by the City on
or before June 1 of(i) the second full year following the year in which the
Completion Date occurs or (ii) the first full year following the year in
which the Completion Date occurs if requested by Developer in writing
within sixty (60) calendar days following the Completion Date and the
City, taking into consideration its current fiscal year budget and following
fiscal year budget planning, provides Developer with written consent to
such request. Each subsequent annual Program Grant payment will be
made by the City to Developer on or before June 1 of the Program Year in
which such payment is due. It is understood and agreed that all Program
Grants paid pursuant to this Agreement shall come from currently
available general revenues of the City and not directly from Development
Real Property Tax Revenues. Developer understands and agrees that any
revenues of the City other than those dedicated for payment of a given
annual Program Grant pursuant to this Agreement may be used by the City
for any lawful purpose that the City deems necessary in the carrying out of
its business as a home rule municipality and will not serve as the basis for
calculating the amount of any future Program Grant or other obligation to
Developer.
5.3. City Fee Waivers.
In addition to the Program Grants payable by the City in accordance with
Section 5.2, in return for completion of the Development in accordance with
Section 4.1, the City also agrees to pay Developer an additional Program Grant or
Program Grants, in the form of certain City fee waivers, as more specifically set
forth in this Section 5.3. Developer will be required to apply for and receive all
permits and other licenses and certificates required by the City with respect to the
Page 8
Economic Development Program Agreement
Regarding TDC Parole Office(4851/4900 Carey Street)
Development. However, unless otherwise provided herein or prohibited by
applicable law, ordinance, rule or regulation, the City hereby agrees to waive the
following fees related to the Development that would otherwise be charged by the
City: (i) all building permit, plan review, inspection, and re-inspection fees; (ii) all
plat application fees; (iii) all Board of Adjustment application fees; (iv) all
demolition fees; (v) all structural moving fees; (vi) any Community Facility
Agreement (CFA) application and inspection fees; (viii) all zoning application
fees; (ix) all street utility easement application fees; and (x) all encroachment
fees. Notwithstanding anything to the contrary herein, in no event will the City
waive or reimburse Developer for (i) any water, sewer, or transportation impact
fees; (ii) fees of any nature assessed by third parties, such as third party inspection
fees; or (iii) any fees not specifically waived hereunder. The value of City fees
waived pursuant to this Section 5.3 shall not be used for purposes of calculating
the Program Cap.
6. DEFAULT,TERMINATION AND FAILURE BY DEVELOPER TO MEET
VARIOUS DEADLINES AND COMMITMENTS.
6.1. Failure to Complete Development.
If Developer fails to meet the Overall Construction Commitment (in other
words, Developer fails to expend by the Completion Date at least Nine Hundred
Thousand Dollars ($900,000.00) in Construction Costs for the Development), or
if the Completion Date does not occur by the Completion Deadline, the City shall
have the right to terminate this Agreement by providing written notice to
Developer without further obligation to Developer hereunder. In such event,
Developer hereby agrees to reimburse the City an amount equal to all City fees
waived in accordance with Section 5.3 hereof, which payment shall be due within
thirty(30) calendar days following receipt of an invoice therefor.
6.2. Failure to Use Development Property as Parole Office.
If at any time during the Term of this Agreement the Development
Property is not used in accordance with Section 4.2, other than on account of a
lawful termination of the TDCJ Lease by Developer on account of a default by the
State of Texas under the TDCJ Lease or on account of a casualty that reasonably
prevents the State of Texas from using the Development Property in accordance
with Section 4.2, the City shall have the right to terminate this Agreement by
providing written notice to Developer without further obligation to Developer
hereunder. In such event, Developer hereby agrees to reimburse the City an
amount equal to all City fees waived in accordance with Section 5.3 hereof, which
payment shall be due within thirty (30) calendar days following receipt of an
invoice therefor.
Page 9
Economic Development Program Agreement
Regarding TDC Parole Office(4851/4900 Carey Street)
6.3. Failure to Pay City Taxes.
An event of default shall occur under this Agreement if any City taxes
owed on the Development Property by Developer or an Affiliate or arising on
account of Developer's or an Affiliate's operations on the Development Property
become delinquent and Developer or the Affiliate does not either pay such taxes
or properly follow the legal procedures for protest and/or contest of any such
taxes. In this event, the City shall notify Developer in writing and Developer
shall have thirty (30) calendar days to cure such default. If the default has not
been fully cured by such time, the City shall have the right to terminate this
Agreement immediately by providing written notice to Developer and shall have
all other rights and remedies that may be available to it under the law or in equity.
6.4. Violations of City Code, State or Federal Law.
An event of default shall occur under this Agreement if any written
citation is issued to Developer or an Affiliate due to the occurrence of a violation
of a material provision of the City Code on the Development Property or on or
within any improvements thereon (including, without limitation, any violation of
the City's Building or Fire Codes and any other City Code violations related to
the environmental condition of the Development Property; the environmental
condition other land or waters which is attributable to operations on the
Development Property; or to matters concerning the public health, safety or
welfare) and such citation is not paid or the recipient of such citation does not
properly follow the legal procedures for protest and/or contest of any such
citation. An event of default shall occur under this Agreement if the City is
notified by a governmental agency or unit with appropriate jurisdiction that
Developer or an Affiliate, or any successor in interest thereto; any third party with
access to the Development Property pursuant to the express or implied permission
of Developer or an Affiliate, or any a successor in interest thereto; or the City (on
account of the Development or the act or omission of any party other than the
City on or after the effective date of this Agreement) is in violation of any
material state or federal law, rule or regulation on account of the Development
Property, improvements on the Development Property or any operations thereon
(including, without limitation, any violations related to the environmental
condition of the Development Property; the environmental condition other land or
waters which is attributable to operations on the Development Property; or to
matters concerning the public health, safety or welfare). Upon the occurrence of
such default, the City shall notify Developer in writing and Developer shall have
(i) thirty (30) calendar days to cure such default or (ii) if Developer has diligently
pursued cure of the default but such default is not reasonably curable within thirty
(30) calendar days, then such amount of time that the City reasonably agrees is
necessary to cure such default. If the default has not been fully cured by such
time, the City shall have the right to terminate this Agreement immediately by
Page 10
Economic Development Program Agreement
Regarding TDC Parole Office(4851/4900 Carey Street)
providing written notice to Developer and shall have all other rights and remedies
that may be available to under the law or in equity.
6.5. Failure to Meet Goals for:']t/WBE Construction Cost Spending or
Employment Goal.
If the M/WBE Construction Goal is not met, or the Employment Goal is
not met in any given year during the Term of this Agreement, such event shall
not constitute a default hereunder and shall not cause the amount of the Program
Grant that the City is required to pay in the following Program Year to be
reduced.
6.6. Failure to Submit Reports.
Without limiting the application of Section 6.7, if Developer fails to
submit any report required by and in accordance with Section 4.6, the City's
obligation to pay any Program Grants at the time, if any, shall be suspended until
Developer has provided all required reports.
6.7. General Breach.
Unless stated elsewhere in this Agreement, Developer shall be in default
under this Agreement if Developer breaches any term or condition of this
Agreement. In the event that such breach remains uncured after thirty (30)
calendar days following receipt of written notice from the City referencing this
Agreement (or, if Developer has diligently and continuously attempted to cure
following receipt of such written notice but reasonably requires more than thirty
(30) calendar days to cure, then such additional amount of time as is reasonably
necessary to effect cure, as determined by both parties mutually and in good
faith), the City shall have the right to terminate this Agreement immediately by
providing written notice to Developer.
7. II`:DEPENDENT 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 Development Property and
any improvements thereon 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.
Page 11
Economic Development Program Agreement
Regarding TDC Parole Office(4851/4900 Carey Street)
8. INDEMNIFICATION.
DEVELOPER, AT NO COST TO THE CITY, AGREES TO DEFEND,
INDEMNIFY AND HOLD THE CITY, ITS OFFICERS, AGENTS SERVANTS AND
EMPLOYEES, HARMLESS AGAINST ANY AND ALL CLAIMS, LAWSUITS,
ACTIONS, COSTS AND EXPENSES OF ANY KIND, INCLUDING, BUT NOT
LIMITED TO, THOSE FOR PROPERTY DAMAGE OR LOSS (INCLUDING
ALLEGED DAMAGE OR LOSS TO DEVELOPER'S BUSINESS AND ANY
RESULTING LOST PROFITS) AND/OR PERSONAL INJURY, INCLUDING
DEATH, THAT MAY RELATE TO, ARISE OUT OF OR BE OCCASIONED BY (i)
DEVELOPER'S BREACH OF ANY OF THE TERMS OR PROVISIONS OF THIS
AGREEMENT OR (ii) ANY NEGLIGENT ACT OR OMISSION OR INTENTIONAL
MISCONDUCT OF DEVELOPER, ITS OFFICERS, AGENTS, ASSOCL9TES,
EMPLOYEES, CONTRACTORS (OTHER THAN THE CITY) OR
SUBCONTRACTORS, RELATED TO THE DEVELOPMENT, THE
DEVELOPMENT PROPERTY, AND ANY OPERATIONS AND ACTIVITIES
THEREON OR OTHERWISE TO THE PERFORMANCE OF THIS AGREEMENT.
9. NOTICES.
All written notices called for or required by this Agreement shall be addressed to
the following, or such other party or address as either party designates in writing, by
certified mail, postage prepaid, or by hand delivery:
City: Developer:
City of Fort Worth Robert G. Muckleroy
Attn: City Manager
1000 Throckmorton P.O. Box 5335
Fort Worth,TX 76102 Granbury,TX 76049
with copies to:
the City Attorney and
Housing&Economic Development
Director at the same address
10. ASSIGNMENT AND SUCCESSORS.
Developer may assign this Agreement to an Affiliate without the consent of the
City on the condition that Developer provide the City with written notice of any such
assignment within thirty (30) calendar days following the effective date of such
Page 12
Economic Development Program Agreement
Regarding TDC Parole Office(4851/4900 Carey Street)
assignment. Otherwise, Developer may not assign, transfer or otherwise convey any of its
rights or obligations under this Agreement to any other person or entity without the prior
consent of the City Council, which consent shall not be unreasonably withheld, conditioned
on (i) the prior approval of the assignee or successor and, if the Completion Date has not
yet occurred, a finding by the City Council that the proposed assignee or successor is
financially capable of meeting the terms and conditions imposed on Developer by this
Agreement and (ii) prior execution by the proposed assignee or successor of a written
agreement with the City under which the proposed assignee or successor agrees to assume
and be bound by all covenants and obligations of Developer under this Agreement. Any
attempted assignment without the City Council's prior consent shall constitute grounds for
termination of this Agreement and following ten (10) calendar days of receipt of written
notice from the City to Developer. Any lawful assignee or successor in interest of
Developer of all rights under this Agreement shall be deemed"Developer" for all purposes
under this Agreement.
11. COMPLIANCE WITH LAWS, ORDINANCES, RULES AND
REGULATIONS.
This Agreement will be subject to all applicable federal, state and local laws,
ordinances, rules and regulations, including, but not limited to, all provisions of the
City's Charter and ordinances, as amended.
12. GOVERNMENTAL POWERS.
It is understood that by execution of this Agreement, the City does not waive or
surrender any of it governmental powers or immunities.
13. NO WAIVER.
The failure of either party to insist upon the performance of any 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.
14. 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.
Page 13
Economic Development Program Agreement
Regarding TDC Parole Office(4851/4900 Carey Street)
15. 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.
16. FORCE MAJEURE.
It is expressly understood and agreed by the parties to this Agreement that if the
performance of any obligations hereunder is delayed by reason of war, civil commotion,
acts of God, inclement weather, or other circumstances which are reasonably beyond the
control of the party obligated or permitted under the terms of this Agreement to do or
perform the same, regardless of whether any such circumstance is similar to any of those
enumerated or not, the party so obligated or permitted shall be excused from doing or
performing the same during such period of delay, so that the time period applicable to
such design or construction requirement shall be extended for a period of time equal to
the period such party was delayed. It is specifically understood and agreed that delays in
construction of the Development directly attributable to delays in the construction of City
water or sanitary sewer services to the Development Property will constitute an event of
force majeure hereunder. Notwithstanding anything to the contrary herein, it is
specifically understood and agreed that Developer's failure to obtain adequate financing
to complete the Development by the Completion Deadline or any failure of the TDCJ
Lease to be executed shall not be deemed to be an event of force majeure and that this
Section 16 shall not operate to extend the Completion Deadline in such an event.
17. 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.
18. CAPTIONS.
Captions and headings used in this Agreement are for reference purposes only and
shall not be deemed a part of this Agreement.
19. ENTIRETY OF AGREEMENT.
This Agreement, including any exhibits attached hereto and any documents
incorporated herein by reference, contains the entire understanding and agreement
Page 14
Economic Development Program Agreement
Regarding TDC Parole Office(4851/4900 Carey Street)
between the City and Developer, and any lawful assign and successor of 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. Notwithstanding anything to the contrary herein, this Agreement shall not be
amended unless executed in writing by both parties and approved by the City Council of
the City in an open meeting held in accordance with Chapter 551 of the Texas
Government Code.
20. COUNTERPARTS.
This Agreement may be executed in multiple counterparts, each of which shall be
considered an original, but all of which shall constitute one instrument.
EXECUTED as of the last date indicated below:
CITY OF FORT WORTH: RO$ERT G. MUCKLEROY, an
ind�id�tI,a�:
,
By: f
/ c
Su an Alanis Z�, i°
As 'stant City Manager
Date: Date: I t It-7-7 Z i v
APPROVED AS TO FORM AND LEGALITY:
By: Attested by:
Peter Vaky
Assistant City Attorney °°R I`��
oa
Marty iendri , City Secretarya °����
M&C: C-24368 07-27-10 Afro QO o
F
— °xF
00
°* X
00(3000000
OFFICIAL RECORD
Economic Development Program Agreement CITY SECRETARY
Regarding TDC Parole Office(4851/4900 Carey Street) FT. �lIORTII, TX
EXHIBITS
"A"—Description and Map Depicting the Development Property
BAR
8iyy2$� �'C Fp'3'
IA
11.1 t� ��+,�►C
2
39�p� 2R
&92
.{ 14
F*��� TR 11302 \2aAC
oa5 ► 3985®
:J
lA rA TR 9
3,15,
NN
1 1 5 c TR 18 d
�.
1,0140 V
TR 165
44.2890 2,00 TI
Development 2_T,
Property
2
3.9990
Economic Development Program Agreement
Regarding TDC Parole Office(4851/4900 Carey Street)
"B"—Depiction and Description of Development
14,
i
€ 3
M11 i
i
a
d f
f
E 11
a
t f 3ti
NORTH 4
Economic Development Program Agreement
Regarding TDC Parole Office(4851/4900 Carey Street)
AI&C Review Page 1 of 2
Ot°irta!site or the City of Fort Worth,Texas
CITY COUNCIL AGENDA FORT I1
COUNCIL ACTION: Approved on 7/27/2010
DATE: 7/27/2010 REFERENCE NO.: C-24368 LOG NAME: 17TDCJ OFFICE
EDPA
CODE: C TYPE: NON-CONSENT PUBLIC NO
HEARING:
SUBJECT: Authorize the Execution of Economic Development Program Agreement with Robert
Muckleroy or an Affiliated Entity for Construction of a Texas Department of Criminal
Justice District Parole Office at 4851 and 4900 Carey Street (COUNCIL DISTRICT 5)
RECOMMENDATION:
It is recommended that the City Council:
1. Authorize the City Manager to execute an Economic Development Program Agreement, including the
waivers of applicable required development fees, with Robert Muckleroy or an affiliated entity for the
construction of a 13,000-square foot Texas Department of Criminal Justice District Parole Office at 4851
and 4900 Carey Street; and
2. Find that the terms and conditions of the Agreement, as outlined below, constitute a custom-designed
economic development program, as recommended by the Comprehensive Plan, authorized by Chapter 380
of the Texas Local Government Code and outlined in Resolution No. 3716-03-2009.
DISCUSSION:
Robert Muckleroy or an entity affiliated with him (Developer) intends to invest at$900,000.00, excluding
land acquisition costs, to develop an office facility on vacant land located at 4851 and 4900 Carey Street
(the Project). The Project will house a Texas Department of Criminal Justice District Parole Office. The
Project will be privately owned and is thus expected to be subject to ad valorem taxation.
In exchange for completion of the Project, the Developer will be eligible to receive up to 10 annual
economic development grants, as authorized by Chapter 380 of the Texas Local Government Code. Each
annual grant will be an amount equal to 100 percent of incremental real property taxes paid to the City.
Maximum cumulative grants are capped at$91,374.00. The first grant will be payable in the first calendar
year following completion of the Project.
In addition, the City will waive the following fees, as applicable:
1. All building permit related fees (including plans review and inspections);
2. Plat application fee (including concept plan, preliminary plat, final plat, short form replat);
3. Board of Adjustment application fees;
4. Demolition fees;
5. Structural moving fees;
6. Community Facility Agreement (CFA) application fee;
7. Zoning application fee;
8. Street and utility easement vacation application fee;
9. Ordinance inspection fee; and
10. Consent\encroachment agreement application fees.
The Developer will make a good faith effort to utilize M/WBE contractors in constructing the Project and to
ensure that five new jobs are created on the site once the Project is completed.
The City will have the right to terminate the Agreement if Developer fails to complete the Project by May 1,
http://apps.cfwnet.org/council_packet/mc—review.asp?ID=l 3894&councildate=7/27/2010 11/9/2010
ltd&C Review Page 2 of 2
2011.
This Project is located in COUNCIL DISTRICT 5.
FISCAL INFORMATION/CERTIFICATION:
The Financial Management Services Director certifies that this action will have no material effect on City
funds.
TO Fund/AccounVCenters FROM Fund/AccounVCenters
Submitted for City Manager's Office by: Tom Higgins (6192)
Originating Department Head: Jesus Chapa (5804)
Additional Information Contact: Cynthia Garcia (8187)
Dolores Garza (2639)
ATTACHMENTS
http://apps.cfwnet.org/council_packet/mc_review.asp?ID=13894&councildate=7/27/2010 11/9/2010