2010_02.16 EDC Packet NOTICE OF MEETING OF THE
KENNEDALE ECONOMIC DEVELOPMENT CORPORATION
BOARD OF DIRECTORS
KENNEDALE, TEXAS
Notice is hereby given that a Regular Meeting will be held by the Kennedale Economic
Development Corporation Board of Directors on the 16"' day of February 2010 at 7:15
P.M., in the Kennedale Municipal Building Council Chambers located at 405 Municipal
Drive, Kennedale, Texas, at which time the following subjects will be discussed to wit:
AGENDA
(SEE ATTACHED AGENDA)
Dated this 13th day of February 2010.
By: Robert P. Mundy, President
I, the undersigned authority, do hereby certify that the above Notice of Meeting of
the Economic Development Corporation Board of Directors is a true and correct copy of
said Notice and that I posted a true and correct copy of said Notice on the bulletin board
of City Hall of said City in Kennedale, Texas, a place convenient and readily accessible to
the general public at all times, and said Notice was posted on February 13, 2010 at 12:30
o'clock PM., and remained so posted continuously for at least 72 hours preceding the
scheduled time of said Meeting.
Persons with disabilities who plan to attend this meeting and who may need
auxiliary aids or services such as interpreters for persons who are deaf or hearing
impaired, readers, large print, are requested to contact the undersigned at (817) 985.2104
five (5)work days prior to the meeting so that appropriate arrangements can be made.
'c # 'is,the..13t"day of February 2010.
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`, �' :} Kathy Turifer, TRMC/CMC
City Secretary
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CITY OF KENNEDALE,TEXAS
OFFICE OF THE CITY SECRETARY
KEDC ROLL CALL
� DATE:
START TIME: a PM
END TIME: PM
ROLL CALL:
PRESENT ABSENT
PRESIDENT
ROBERT MUNDY—P4 -1
BOARD OF DIRECTOR
BEVERLY HAYES—P3
BOARD OF DIRECTOR
DARRELL ERWIN—Pl
BOARD OF DIRECTOR /
DOU G PARKER—P2
OVICE-PRESIDENT
DONNIE GRAHAM—P5
BOARD OF DIRECTOR
MARK YEARY—Pb
BOARD OF DIRECTOR
REBECCA MOWELL—P 7
CITY STAFF PRESENT:
PRESENT ABSENT
CITY MANAGER
BOB HART
CITY SECRETARY
KATHY TURNER f/
SAKURA M.DEDRICK
DIR. OF FINANCE
AGK I om pwa V--
CwAS I 1 '
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AGENDA
KENNEDALE ECONOMIC DEVELOPMENT CORPORATION
BOARD OF DIRECTORS
REGULAR MEETING --FEBRUARY 16,2010
405 MUNICIPAL DR. —ICENNEDALE MUNICIPAL BLDG.
COUNCIL CHAMBERS
7:15 PM
I. CALL TO ORDER
II. ROLL CALL
III. REGULAR ITEMS
A. Review and consider action to approve regular meeting minutes dated
January 19, 2010.
B. Review KEDC Financial Reports.
C. Review and consider action to submit Petition to the TDD, Planning and
Zoning Commission, and City Council requesting a portion of Municipal
Drive be vacated and closed.
D. Review and consider approval of agreement with the City of Kennedale
providing for the transfer of proceeds from the Sale of Certificate of
Obligations, Series 2010 for construction of TownCenter Improvements.
E. Review and consider action to approve Agreement between Kennedale
Economic Development Corporation and Kennedale TownCenter
Development District.
F. Review and consider action to authorize President to execute the Ground
Lease for development of the Kennedale TownCenter.
G. Review and consider action to approve Economic Development Agreement
for Development of Kennedale TownCenter.
H. Review and consider action to authorize President to execute a Management
Lease for Management of the Kennedale TownCenter.
1. Review and consider action to approve Economic Development Project
Agreement with United States Fallen Heroes Memorial Foundation.
J. Review and consider action to change date and time of future meetings.
E
Page 1 of 2
i
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IV. STAFF ANNOUNCEMENTS/REPORTS
A. KEDC Executive Director Announcement/Reports
1. Industrial activity:
1000 E. Kennedale Parkway
• 705 W. Kennedale Parkway
2. Kennedale TownCenter activity
0 9-1-1 Monument
• Section House
3. 16" Water Line Extension
o Water/Sewer extension for QT
4. Oak Crest Development
B. Orasi Development Report
V. PRESIDENT/BOARD ANNOUNCEMENTS/REPORTS
A. President Announcements/Reports
1. Report agenda items to be posted for future meetings.
VI. ADJOURNMENT
Page 2 of 2
Staff Report
To KEDC Board of Directors
Date: February 12, 2010
Agenda Item No: 111-A
Subject: Review and consider approval of meeting minutes.
Originated by: Kathy Turner, KEDC Secretary
Summary: A draft copy of the meeting minutes dated January 12, 2010 is attached for your
review and consideration,
Recommendation: Recommend Approval.
Disposition by KEDC Board of Directors:
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325
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KENNEDALE EC MOBERS ENT CORPORATION
ORS
REGUL RY 12,2010
405 MUNICIPA MUNICIPAL BLDG.
i
I. CALL TO ORDER
President Mundy called the meeting to order at 7:16 p.m.
H. ROLL CALL
President Mundy noted that the following board members were presentlabsent:
Present: Robert Mundy President
Donnie Graham Vice-President
Mark Yeary Board Member
Rebecca Mowell Board Member
Doug Parker Board Member—arrived at 7:45 p.m.
Absent: Beverly Hayes Board Member
Darrell Erwin Board Member
Staff members present included:
Bob Hart Executive Director
Sakura Moten-Dedrick Treasurer
Jack Thompson Orasi Development
III. REGULAR ITEMS
A. Review and consider action to approve regular meeting minutes dated December 7,2009.
Mark Yeary moved to approve regular meeting minutes dated December 7, 2009 as
presented, second by Rebecca Mowell. Motion carried.
B. Review KEDC Financial Reports.
Sakura Moten-Dedrick, Treasurer and Director of Finance addressed the November 2009
KEDC Financial Reports, which included year to date summary, investment income, rental
income,personnel costs, supplies,services, capital, and TownCenter Redevelopment.
Donnie Graham moved to approve the November 2009 Financial Reports as presented,
second by Mark Yeary. Motion carried with all present voting in favor.
326
C. Review and consider action to submit Petition to MMD for financing improvements and
maintenance of properties located within the Kennedale Retail Center Addition.
Rebecca Mowell moved to accept Petition and submit recommendation to the MMD Board
of Directors for approval to allow for financing improvements and to impose a maintenance
assessment of properties located within the Kennedale Retail Center Addition. Donnie
Graham seconded the motion, and all members present voted in favor. Motion carried.
D. Review and consider action to approve Resolution No. 4, of the Kennedale Economic
Development Corporation approving a Project Agreement with the City of Kennedale,
Texas with respect to the Issuance of the City's Combination Tax and Revenue Certificates
of Obligation, Series 2010.
Mark Yeary moved to approve Resolution No. 4 of the Kennedale Economic Development
Corporation approving a Project Agreement with the City of Kennedale, Texas with respect
to the Issuance of the City's Combination Tax and Revenue Certificates of Obligations,
Series 2010, and forwards a recommendation to City Council to consider such. Rebecca
Mowell moved to second the motion, and motion passed unanimously with all members
present voting in favor. Motion carried.
E. Review and consider action to authorize President to sign necessary casement documents
for the TownCenter Project.
Donnie Graham moved to authorize the KEDC President to sign the necessary water line
and/or sewer line easement documents for the development of the TownCenter, second by
Mark Yeary. Motion carried with all members present voting in favor.
F. Review and consider action to change date and time of future meetings.
It was noted that the regularly scheduled meeting for February 16 would remain as
scheduled.
W. STAFF ANNOUNCEMENTS/REPORTS
A. KEDC Executive Director Announcement/Reports
Bob Hart, City Manager/Executive Director provided an update on the following:
I. Industrial activity:
0 1000 E. Kennedale Parkway — Bob Hart, Executive Director advised that the
referenced property is owned by the City in a trust, and that several buildings
would be removed from the ro erty. He additionally spoke of two businesses
P p
that have expressed an interest in the property and possibly relocating and/or
expanding their business to this site.
0 Grover Corporation — Bob Hail, Executive Director addressed future business
relocation of Grover Corporation within the city.
327
2. Kennedale TownCenter activity
9-11 Monument "--- Bob Hart, Executive Director indicated that the City had
received approval to receive a portion of a steel beam from the World Trade
Center, and questioned board members on their preference of where beam should
be located. Hart indicated a questionnaire would be sent out, in which he would
need to address the location of beam placement prior to shipment.
• Section House — Bob Hart, Executive Director advised that discussions are in
place with the Historical Commission in regards to the restoration of the Section
House to obtain a historical monument. Also, Hart said that the Section House
relocation would be in September, then restoration would follow, and additional
information would be brought back before the board at that time.
• Bid Activity— Bob Hart, Executive Director said that One Million had been set
aside for the 16" wafter line, and bids were let, which came in at 600,000.00.
Hart indicated that the remaining balance would be utilized to proceed with the
water/sewer line extension in Oakerest to serve the future QuikTrip.
IV. STAFF ANNOUNCEMENTS/REPORTS CONTINUED
3. 16"Water Line Extension—Mr.Hart addressed this item under 2—Bid Activity.
4. Oak Crest Development Mr. Hart addressed this item under 2—Bid Activity.
S. Fallen Heroes Monument—Bob Hart, Executive Director indicated the Fallen Heroes
Monument would be located in Kennedale, and was scheduled to go before the City
Council in February for consideration with an announcement due in March. Hart
then explained the transfer of property between the City and EDC, and what actions
were necessary to accomplish such.
B. Orasi Development Report
V. PRESIDENT/BOARD ANNOUNCEMENTS/REPORTS
A. President Announcements/Reports
I. Report agenda items to be posted for future meetings.
No report of agenda items to be posted for future meetings.
VI. ADJOURNMENT
There being no further discussion, President Mundy asked for a motion to adjourn.
Doug Parker so moved and Mark Yeary seconded the motion with all members present voting in
favor. Motion carried(5-0). Meeting adjourned at 8:23 p.m.
ATTEST: APPROVED:
Kathy Turner,EDC Secretary President,Robert Mundy
E
Staff f Deport
To the Members of the EDC4B Board
M1
Date: February 16, 2010 d
g
A enda Item No: G Y"
Subject: DISCUSS AND REVIEW DECEMBER 2009 EDC FINANCIALS
Originated by: Sakura Moten-Dedrick
Summary:
Budget/Amendment
As a result of Town Center Redevelopment activities and the issuance of Contractual Obligation (CO)
bonds, Council approved several amendments to the EDC FY2009/10 budget during its meeting in
December. These budget amendments are now reflected in the FY2009-10 Amended column in the
following_paes. Also, please note that Finance is in the process of standardizing our financial reports
across all entities and funds. Therefore, you will notice additional information has been provided, as
well as in a slightly different format. Our goal is to provide a better opportunity to view not only
current year data, but also how the current year data compares to that of the prior year.
Year-To-Date
• Sales Tax: See attached charts (Monthly Graph, 3-Year Historical Graph, 10-Year Historical
Data). Please note that revenue is much higher this month over this time last year due to the fact
that we are still in our year-end audit process and just recently completed the required accruals
for the months of Oct and Sep 08 given that sales tax runs 2 months in arrears. Without
reference to accrual entries, the EDC has experienced approximately a 39% loss for the month
of Dec, and a 24% loss year-to-date when looking at actual sales receipts compared to this same
time Iast year (reference yellow highlight on 10-Year Historical Data Chart). As mentioned in
last month's report, staff received the latest Sales Tax Report from the Comptroller through the
January 2010 allocation (November 2009 actual receipts). Given the confidential nature of this
report,we will hand this information out and review it with the board during:the meeting.
• Investment Earnings: Due to declining interest rates, revenues continue to be much lower
compared to this same time last year.
• Surplus Sales/Rentals: Rental fees are slightly high this year in comparison to last year. Staff
did meet with David Johnston in January and finalized a reporting format that will accurately
depict monthly income, escrows and expenses. Due to the transitioning away from Quine &
Associates, we did not receive income nor this report for the months of Dec 09 ($7905) and Jan
10 ($18400) until Feb 10. The Dec 09 financials, however, do entail income received from
Quine for both Oct-Nov 09 ($26296). If we were to take all income received to date through
today, we are tracking normally with a total of approximately $53K. This is slightly lower than
the $16700 we normally average only because Mr. Johnston chose to hold back $10000 as an
operating balance in his bank. We have since requested that he drop this down to $2500, as
was the case with Quine. Staff is in the process of consolidating data and will bring a sample of
this new report and review it with the board during the meeting.
• Personnel: EDC Director position was eliminated a few months into last year, and this is why
no expenses are reflected in the current month.
• Supplies; Slight increase in expenses over this time last year. Approximately $6K was
expensed for aerial maps in Oct 09.
• Maintenance: Slight increase in expenses over this time last year. Additional expenses tied to
on Town Center.
• Sundry: Significant decrease in expenses over this time last year. Last year included costs tied
to Town Center Plaza. Current expenses include contract payments to Orasi (Special Services)
and Admin Charges transferred to the General Fund on a monthly basis.
• Debt: No significant change. The board amended the budget in anticipation of a $25K interest
only payment on the$2M CO Bond. The actual payment will be $26540 and is due 0510112010.
Following payments will occur every Nov ($40K interest only) and May ($75K principal plus
$40K interest).
• Transfers; No significant change. The bond proceeds were just received on Feb 10 and given
that the EDC will be transferring/reimbursing the General Fund for bond payments, please note
the addition of a Transfer Out to the Debt Service Fund.
• Capital: Large increase in expenses over this time last year. Current year has $12K that was
paid out for land acquisition to Ronnie Nowell and Russ & Christy Seals in Oct 09. This was
incorrectly coded to the EDC and has since been corrected. Also included is $94300 for roofing
repairs to Subway in Nov 09 and Dec 09 (directly offset by insurance reimbursement proceeds
received in the prior fiscal year).
• Town Center Redevelopment: The purpose of this department will be to track the "private"
portion or expenses tied to the Town Center Redevelopment. Staff was not fully aware of the
details of this project at the time the budget was proposed and even somewhat at the time it
submitted for amendments. Please note that given the project estimates provided by Shield
Engineering, staff will be worlcing to further breakout this department into more specific budget
line items other than the 3 that are currently displayed under the Town Center Redevelopment
financial. Specifically, this department will track the"Total Private," (last column) represented
on the attached estimate. The "Total Public" column is directly tied to the $2.0M CO Bond,
and a separate Bond Fund will be incorporated to track proceeds and expenditures. The
amendments brought to the board in Dec 09, included approximately $800K for the private
portion, and$115K for a bond reserve. The $115K will be kept within the separate Bond Fund.
Lastly for your info, here is a summary breakdown of the manner in which you can expect the
projects to fall:
Parking Lot/Utilities: Public &Private
Facade: Private
Section House: Public
911 Monument: Public
Estimate
N/A
CITY OF KENNEDALE,TEXAS
ANNUAL PROGRAM OF SERVICES
INCOME STATEMENT
15:EDC4B FUND
FY08-09 FY08-09 FYOS-09 FY08-09 FY09-10 FY09-10 FY09-10 FY09-10
INCOME STATEMENT BUDGET AMENDED YTD DEC ESTIMATE PROPOSED AMENDED YTD DEC ESTIMATE
OPERATING REVENUES 532,211 532,211 50,844 1,017,337 567,171 528,615 91,630 528,615
OPERATING EXPENDITURES (1,040,207) (1,040,207) (184,487) (533,788) (1,098,495) {1,631,540) (206,383) (1,633,079)
OPERATING INCOME/(LASS) (507,996) (507,996) (133,643) 483,549 (531,324) (1,102,925) (114,753) (1,104,464)
NONOPERATING REVENUES/(EXPENSES)
INTEREST EARNINGS 50,000 50,000 4,710 9,691 20,000 20,000 547 20,000
TRANSFERS IN - - - - - - -
(TRANSFER OUT) - 10,000 26,000 - 27,540
NET OPERATING INCOME/(LOSS) (457,996) (457,996) (128,932) 493,241 (501,324) (1,056,925) (114,206) (1,056,925)
BEGINNING FUND BALANCE $1,097,354 $1097,354 $T,097,354 $1,097,354 $1,590,594 $1,$90,594 $1,590,594 $1,590,594
ENDING FUND BALANCE(EXCLUDING FUND 95) $ 639,358 $ 639,358 $ 968,421 $1,590,594 $1,079,270 $ 507,670 $1,476,388 $ 506,130
95:EDC413 RESERVE FUND $ 118,482 $ 118,482 $ 118,482 $ 118,482 $ 119,382 $ 119,382 $ 119,382 $ 119,382
ENDING FUND BALANCE(INCLUDING FUND 95) $ 757,840 $ 757,840 $1,086,903 $1,709,076 $1,198,652 $ 627,052 $1,595,770 $ 625,512
"EXEMPLIFYING EXCELLENCE"
CITY OF KENNEDALE,TEXAS
ANNUAL PROGRAM OF SERVICES
FUND SUMMARY BY CATEGORY
15:EDC4BFUND
FY08.09 FY08-09 FYOB-09 FY08-09 FY09.10 FY09-10 FY09-10 FY09-10 YTD
CATEGORY BUDGET AMENDED YTD DEC ESTIMATE PROPOSED AMENDED YTD DEC ESTIMATE PERCENT
BEGINNING FUND BALANCE $1,097,354 $1,097,354 $1,047,354 $1,097,354 $1,590,594 $ 1,590,594 $1,590,594 $ 1,590,594
AD VALOREM TAXES - - - - - - - - 0.0%
SALES/BEVERAGE TAXES 357,011 357,011 30,346 298,682 323,571 323,571 65,334 323,571 20.2%
INVESTMENT EARNINGS 50,000 50,000 4,710 9,691 20,000 20.000 547 20,000 2.7%
MISCELLANEOUS INCOME - - - 481,136 - - - - 0.0%
SURPLUS SALES/RENTALS 175,200 175,200 20,498 237,518 243,600 205,044 26,296 205,044 12.8%
TOTAL REVENUES $ 582,211 $ 582,211 $ 55,554 $1,027,024 $ 587,171 $ 548,615 $ 92,177 $ 548,615 16.87
PERSONNEL 108,109 108,109 22,092 37,549 - - - - 0.0%
SUPPLIES 29,300 29,300 1.443 9,401 33,860 28,860 7,714 28,860 26.7%
MAINTENANCE 22,680 22,680 3,240 23,757 23.790 23,790 7,663 23,790 32.2%
SUNDRY 572,801 572,801 117,061 315,354 417,537 1,024,582 45,172 1,024,582 4,4%
DEBT 212,317 212,317 40,652 147,726 164,230 114,230 39,534 114,230 34,6%
TRANSFERS - - - - 10,000 26,000 - 27,540 0.0%
CAPITAL 95,000 95,000 - - 449,078 414,078 106,300 414,078 257%
TOTAL EXPENDITURES $1,040,207 $1,040,207 $ 184,487 $ 533,788 $1,098,495 $ 1,631,540 $ 206,383 $1,633,079 12.6%
REVENUES OVER EXPENDITURES $ {457,996} $ (457,996) $ (128,932) $ 493,241 $ (511,324) $(1,082,925) $ (114,206( $(1,084,464) 10.5%
ENDING FUND BALANCE $ 639,358 $ 639,358 $ 968,421 $1,590,594 $1,079,270 $ 507,670 $1,476,388 $ 506,130
ADJUSTMENTS
"EXEMPLIFYING EXCELLENCE"
CITY OF KENNEDALE,TEXAS
ANNUAL PROGRAM OF SERVICES
i
REVENUE LINE ITEM SUMMARY
15:EDC4B FUND
FY08-09 FY08-09 FY08.09 FY08-09 FY09.10 FY09.10 FY09.10 FY09.10 YTD
ACCOUNT ACCOUNT NAME BUDGET AMENDED YID DEC ESTIMATE PROPOSED AMENDED YID DEC ESTIMATE PERCENT
4001-00-00 PROPERTY TAX-CURRENT YEAR 0.0%
4002-00-00 ASSESSMENTS-CURRENT YEAR 0.0%
AD VALOREM TAXES $ S S S $ $ $ $ 0.077.
4081-00-00 SALES TAX 354,000 354,000 30,346 298,682 323,571 323,571 65,334 323,571 20.27.
4082-00-00 MIXED BEVERAGE TAX 3,011 3,011 - - - - - - 0.017.
SALES/BEVERAGE TAXES $357,011 $ 357,011 $ 30,346 $ 298,682 $ 323,571 $ 323,571 $ 65,334 $ 323,571 20,2%
4401-00-00 INVESTMENT INCOME 50,000 50,000 4,710 9,691 20,000 20,000 547 20,000 2.77
INVESTMENT EARNINGS $ 50,000 $ 50,000 $ 4,710 $ 9,691 $ 20,000 $ 20,000 $ 547 $ 20,000 2.7%
4409-00-00 MISCELLANEOUS INCOME - - - 127,058 - - - 01017.
4415-00-00 INSURANCE REIMBURSEMENT 354,078 0.0%.
MISCELLANEOUS INCOME $ $ $ $ 481.136 $ $ $ $ 0.07o
4805-00-00 RENTAL FEES-SHOPPING CENTER 175,200 175,200 20,498 237,518 243,600 205,044 26,296 205,044 12.8%.
SURPLUS SALES/RENTALS $175,200 $ 175,200 $ 20,498 $ 237,518 $ 243,600 $ 205,044 $ 26,296 $ 205,044 12.8%
TOTALREVENUES $582,211 $ 582,211 $ 55,554 $1,027,029 $ 587,171 $ 548,615 $ 92,177 $ 548,615 16.8%
TOTAL REVENUES(EXCLUDING INTEREST/TRANSFERS) $ 663,259 $ 567,171 $ 528,615 $ 91,630 $ 528,615
10%ADMINCH.0RGE-GENERAL FUND 66,326 56,717 52,862 9,163 52,862
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CITY OF KENNEDALE,TEXAS
ANNUAL PROGRAM OF SERVICES
EXPENDITURE LINE ITEM SUMMARY
1S:EDC4B FUND
01:ADMINISTRATION
PY08-09 FYOS-09 FYOB-09 FYOB-09 FY09.10 FY09-10 FY09-10 FY09-10 YTD
ACCOUNT ACCOUNT NAME BUDGET AMENDED YTD DEC ESTIMATE PROPOSED AMENDED YTD DEC ESTIMATE PERCENT
5101-01-00 SALARIES 77,690 77,690 15,927 32,502 0.0%
5107-01-00 OVERTIME 3,000 3,000 - _ 0.0%
5111-01-00 AUTO ALLOWANCE 4,800 4,800 928 1,278 0.0°70
5114-01-00 LONGEVITY - - 184 184 0.01%
5115-01-00 RETIREMENT 9,344 9,344 2,021 3,871 0.0%
5116-01-00 UNEMPLOYMENT INSURANCE - - - 108 0.0%
5117-01-00 FICA 6,540 6,540 1,303 2,598 0.0%
5118-01-00 MEDICAL INSURANCE 6,000 6,000 1,593 2,071 0.0%
5120-01-00 LIFE INSURANCE 255 255 43 58 OD%
5121-01-00 DENTAL INSURANCE 360 360 71 95 0.0%
5122-01-00 VISION INSURANCE 120 120 21 29 0.0%
5190-01-00 VACATION/SICK/TERM/LEAVE AUJ - - - 15,2431 O.0%
PERSONNEL $10$T09 $ 108,109 $ 22,092 $ 37,549 $ $ $ $ 0.07.
5220-01-00 UNIFORMS 600 600 - - 3D0 300 - 300 0.0%
5240-01-00 PRINTED SUPPLIES 14,000 14,000 841 4,449 25,000 22,000 7,115 22,000 32.37
5260-01-00 GENERAL OFFICE SUPPLIES 1,500 1,500 254 332 500 500 23 500 4.7%
5261-01-00 POSTAGE 1,000 11000 118 128 1,000 500 - 500 0.0%
5280-01-00 MINOR EQUIP/SMALL TOOLS<$5K 3,000 3,000 - - 1,000 - - 0.0%
5290-01-00 EXPENDABLE SUPPLIES 1,500 1,500 124 1,023 1,500 1,000 - 1,000 0.01/
SUPPLIES $ 21,600 $ 21,600 $ 1,337 $ 5,932 $ 29,300 $ 24,300 $ 7,138 $ 24,300 29.4%
5403-01-00 BUILDING MAINTENANCE - - - - - - - - 0.0%
5440-01-00 OFFICE EQUIP/SOFTWAREMAINT 11000 1,000 0.0%
MAINTENANCE $ 1,000 $ 1,000 $ $ $ $ $ $ - 0,07.
5501-01-00 ADVERTISING 18,300 18,000 789 11,000 5,000 5,000 0.0°70
5510-01-00 ASSOC DUES/PUBLICATIONS 1,400 1,400 112 334 1,000 200 200 0.07.
5512-01-00 CONTRACTUAL SERVICES 300,500 130,000 112,822 128,854 - - - 0.03.
5525-01-00 TRAINING/SEMINARS 2,800 2,800 - 430 2,500 1,000 1,000 0,01/
5565-01-00 LEGAL SERVICES 25,000 25,000 1,829 27,340 40,000 40,000 6,161 40,000 15.4%
5567-01-00 AUDIT SERVICES 31000 3,000 - 3,000 4,000 4,000 - 4,000 0.0%
5569-01-00 IT SUPPORT - - - - - - - - 0.0%
5570-01-00 SPECIALSERVICES 90,000 85,500 1,222 27,870 78,920 103,420 22,146 103,420 21,4%
5575-01-00 EQUIPMENT RENTAL 1,000 1,000 - - - - - - 0.0%
5578-01-00 TRAVEL 7,450 7,450 4B 284 6,000 700 700 0.0%
5580-01-00 ENGINEERING SERVICES 25,000 - - - - - 0.01/.
5585-01-00 TELEPHONE SERVICES 600 600 43 294 - - - 0.07.
5595-01-00 ADMIN CHARGE-GENERAL FUND 53,221 53,221 - 66,326 56,717 52,662 4,683 52,862 8.9%
SUNDRY $527,971 $ 327,971 $116,076 $ 248,521 $ 200,137 5 207,182 $ 32,990 $ 207,182 15.9%
5610-01-00 VISUAL GRANT 100,000 100,000 - 36,417 50,000 - - 0.0%
5615-01-00 FUNCTIONALGRANT 1 1 - - 0.0%
5625-01-GO ISSUANCE COST - 0.0%0.D%
DEBT $100,001 $ 100,001 $ $ 36,417 $ 50,000 $ $ $
5701-01-00 TRANSFER OUT GENERAL FUND - - - 10,000 1,000 1,000 0.0%
5714-01-00 TRANSFER OUT-DEDICATION FUND - - - 0.0%
5795-01-00 TRANSFER OUT-EDC RESERVE FUND - - 0.0%
TRANSFERS $ - $ $ $ $ 10,000 $ 1,000 $ $ 1,000 0.017.
5800-01-00 LAND 25,000 25,000 25,000 - 12,000 - #DIV/01
5813-01-00 KENN EDALE ENTRANCE SIGN 45,000 45,000 45,000 45,000 - 45,000 0.0%
5820-01-00 BUILDING IMPROVEMENT 25.000 25,000 379,078 369,078 94,300 369,078 25.6%
CAPITAL $ 95,000 $ 95,000 $ $ $ 449,078 $ 414,078 $106,300 $ 414,078 25.7%
TOTAL EXPENDITURES $853,681 $ 653,681 $139,505 $ 328,419 $ 738,515 $ 646,560 $146,429 $ 646,560 22.6%
"EXEMPLIFYING EXCELLENCE"
CITY OF KENNEDALE,TEXAS
ANNUAL PROGRAM OF SERVICES
EXPENDITURE LINE ITEM SUMMARY
15:EDC413 FUND
01:ADMINISTRATION
03:DEBT SERVICE
FY08-09 FY08.09 FY08-09 FY08.09 FY0 -10 FY09-10 FY09-10 FY09-10 YTD
ACCOUNT ACCOUNT NAME BUDGET AMENDED YTD DEC ESTIMATE PROPOSED AMENDED YTD DEC ESTIMATE PERCENT
5620-01-03 ISSUANCE COSTS - - - - _ -
0.0%
5621-01-03 PAYING AGENT FEES 1,000 1,000 0.0%
5643-01-03 2007$1,2M TAX BOND INTEREST 81,316 81,316 40,652 81,309 79,230 79,230 39,534 79,230 49.9%
5643-01-03 2007$1.2M TAX BOND-INTEREST 30,000 30,000 - 30,000 35,000 35,000 - 35,000 0.0%
DEBT $112,316 $ 112,316 $ 40,652 $ 111,309 $ 114,230 $ 114,230 $ 39,534 $ 114,230 34,6%
5702-01-03 TRANSFER OUT-DEBT SERVICE FUND 25,000 26,540 0.0%
TRANSFER $ $ $ - $ $ $ 25,000 $ $ 26,540 0.0%
TOTAL EXPENDITURES $112,316 $ 112,316 $ 40,652 $ 111,309 $ 114,230 $ 139,230 $ 39,534 $ 140,770 28,4%
"EXEMPLIFYING EXCELLENCE"
CITY OF KENNEDALE,TEXAS
ANNUAL PROGRAM OF SERVICES
f
EXPENDITURE LINE ITEM SUMMARY
15:EDC4B FUND
02:TOWN SHOPPING CENTER
FY08.09 FY08.09 FY08.09 FY0S-09 FY09-10 FY09.10 PY09-10 FY09-10 YTD
ACCOUNT ACCOUNT NAME BUDGET AMENDED YTD DEC ESTIMATE PROPOSED AMENDED YTD DEC ESTIMATE PERCENT
5280-02-00 MINOR EQUIP/SMALL TOOLS<$5K 7,700 7,700 106 3,469 4,560 4,560 575 4,560 12.6%
SUPPLIES $ 7,700 $ 7,700 $ 106 $ 3,469 $ 4,560 $ 4,560 $ 575 $ 4,560 12.67.
5403-02-OG BUILDING MAINTENANCE 21,680 21,680 3,240 23,757 23,790 23,790 7,663 23,790 32.27.
MAINTENANCE $ 21,680 $ 21,680 $ 3,240 $ 23,757 $ 23,790 $ 23,790 $ 7,663 $ 23,790 32.27.
5501-02-00 ADVERTISING 1,000 1,000 - - - - - - 0.0%
5510-02-00 ASSOC DUES/PUBLICATIONS 1,230 1,230 - - - 0.0%
5512-02-00 CONTRACTUAL SERVICES 14,800 14,800 820 16,770 0.0%
5530-02-00 ELECTRIC SERVICES 6,100 6,100 189 4,122 7,800 7,800 423 7,800 5.4%
5545-02-00 INSURANCE-PROPERTY 20,900 20,900 - - - - - - 0.07.
5565-02-00 LEGAL SERVICES - - - - - - _
0.0%
5570-02-00 SPECIAL SERVICES 800 800 25) (251 9,600 9,600 1,569 9,600 16.3%
SUNDRY $ 44,830 $ 44,830 $ 984 $ 20,868 $ 17,400 $ 17,400 $ 1,991 $ 17,400 11.47.
TOTAL EXPENDITURES $ 74,210 $ 74,210 $ 4,330 $ 48,094 $ 45,750 $ 45,750 $ 10,229 $ 45,750 22.4%
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"EXEMPLIFYING EXCELLENCE"
CITY OF KENNEDALE,TEXAS
ANNUAL PROGRAM OF SERVICES
} EXPENDITURE LINE ITEM SUMMARY
15:EDC4B FUND
03:TOWN CENTER REDEVELOPMENT
FYOB-09 FY08.09 FY08.09 FY08-09 FY09-10 FY09-10 FY09-10 FY09.10 YTD
ACCOUNT ACCOUNT NAME BUDGET AMENDED YTD DEC ESTIMATE PROPOSED AMENDED YTD DEC ESTIMATE PERCENT
5570-03-00 $PECIAL SERVICES - 100,000 18,370 100,000 266,667 40 266,667 0.0%
5579-03-00 ARCHITECT/DESIGN SERVICES 75,000 13,832 75,000 266,667 5,417 266,667 2.0%
5580-03-00 ENGINEERING SERVICES 25,000 13,764 25,000 266,667 4,734 266,667 1.8%
SUNDRY $ $ 200,000 $ $ 45,966 $ 200,000 $ 800,000 $ 10,191 $ 800,000 1.3%
TOTAL EXPENDITURES $ $ 200,000 $ $ 45,966 $ 200,000 $ 800,000 $ 10,191 $ 800,000 1.3%
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f
"• THIS ESTIMATE HAS BEEN COMPLETED ON LIMITED INFORMATION AND SHOULD BE USED
*•` FOR PROJECT EVALUATION ONLY. PRIOR TO MAKING FINANCIAL COMMITMENTS BASED ON
*"* THIS ESTIMATE,THESE NUMBERS SHOULD BE VERIFIED. •*'
PROJECT NAME. Kennedale TownCenter
CITY: Kennedale,Texas
DATE. 11116109
FILENAME- QTO 20091116.x1s
A.WATER DISTRIBUTION SYSTEM
APPROXIMATE QUANTITY UNIT TOTAL TOTAL TOTAL
DESCRIPTION UNIT TOTAL PUBLIC PRIVATE PRICE AMOUNT PUBLIC PRIVATE
8"P.V.C.WATERLINE LF 345 305 46 $30.00 $10,350.00 $9,150.00 $1,200.00
8"GATE VALVE&I3OX EA 4 2 2 $900.00 $3,600.00 $1,800.00 $1,800.00
CONNECT TO EXISTING WATER LINE EA 4 1 3 $1,000.00 $4,000.00 $1,000.00 $3,000.00
FIRE HYDRANT EA 3 1 2 $3,000.00 $9,000.00 $3,000.00 $6,000.00
314"SINGLE WATER SERVICE LINE LF 618 125 493 $15.00 $9,270.00 $1,875.00 $7,395.00
DOMESTIC WATER METER EA 8 2 6 $580.00 $4,640.00 $1,160.00 $3,480.00
IRRIGATION WATER METER EA 5 1 4 $580.00 $2,900.00 $580.00 $2,320.00
TRENCH SAFETY LF 345 305 40 $1.00 $345.00 $305.00 $40.00
MISC.UTILITY ADJUSTMENTS EA 5 5 0 $500.00 $2,500.00 $2,500.00 $0.00
SUB-TOTAL WATER DISTRIBUTION SYSTEM $46,605.00 $21,370.00 $25,235.00
B,SANITARY SEWER SYSTEM
APPROXIMATE QUANTITY UNIT TOTAL TOTAL TOTAL
DESCRIPTION UNIT TOTAL PUBLIC PRIVATE PRICE AMOUNT PUBLIC PRIVATE
6"SDR-35 P.V.C.PIPE LE 740 740 0 $25.00 $18,500.00 $18,500.00 $0.00
4"SERVICE LINES LE 340 100 240 $20.00 $6,800.00 $2,000.00 $4,800.00
4'DIAMETER MANHOLE EA 3 3 0 $3,000.00 $9,000.00 $9,000.00 $0.00
4'MANHOLE OVER EXISTING LINE EA 2 1 1 $5,000.00 $10,000.00 $5,000.00 $5,000.00
CLEANOUT EA 1 81 2 6 $750.00 1 $6,000.00 $1,500.00 $4,500.00
GREASE TRAP(1000 GAL) EA 8 0 8 $2,500.00 1 $20,000.00 $0.00 $20,000.00
TRENCH SAFETY LF 740 740 0 $1-001 740.00 $740.00 $0.00
MISC UTILITY ADJUSTMENTS EA 41 4 0 $500.001 $2,000.00 $2,000.00 $0.00
SUB-TOTAL SANITARY SEWER SYSTEM $73,040.00 $38,740.00 $34,300.00
Shield Engineering Group,PLLC.
Confidential
CAUserslCraig I\Desklop`lemp from buff drivelKennedalelcaics1200 91 1 1 5 OTO Page 1 of 4
"* THIS ESTIMATE HAS BEEN COMPLETED ON LIMITED INFORMATION AND SHOULD BE USED **'
*"* FOR PROJECT EVALUATION ONLY. PRIOR TO MAKING FINANCIAL COMMITMENTS BASED ON `**
THIS ESTIMATE,THESE NUMBERS SHOULD BE VERIFIED.
PROJECT NAME: Kennedale TownCenter
CITY: Kennedale,Texas
DATE: 11118109
FILE NAME: OTQ2009 i i i5.xls
C.STORM SEWER SYSTEM
APPROXIMATE QUANTITY UNIT TOTAL TOTAL TOTAL
DESCRIPTION UNIT TOTAL PUBLIC PRIVATE PRICE AMOUNT PUBLIC PRIVATE
STORM DRAIN DEMO LS 1 1 0 $10,000.00 $10,000.00 $10,000'00 $0.00
18"R.C.P. LF 200 50 150 $36.00 $7,200.00 $1,800.00 $5,400.00
24"R.C.P. LF 500 125 375 $48.00 $24,000.00 $6,000.00 $18,000.00
5'INLET EA 5 1 1.25 3.75 $2,500.00 $12,500.00 $3,125.00 $9,375.00
STORM SEWER MANHOLE EA 21 0.50 1.50 $4,500,00 $9,000.00 $2,250.00 $6,750.00
CONNECT TO EXISTING STORM LINE EA 1 0.25 0.75 $2,500.00 $2,500.00 $625.00 $1,875.00
CONNECTTO EXISTING TXDOT INLETS EA 4 0 4 $5,000.00 $20,000.00 $0.00 $20,000.00
24"HEADWALL EA 1 0.25 0.75 $3,000.00 $3,00040 $750.00 $2,250.00
12"ROCK RIP-RAP SY 20 5 15 $75.00 $1,500.00 $375.00 $1,125.00
TRENCH SAFETY LF 700 175 525 $1.00 $700.00 $175.00 $525.00
SUB-TOTAL STORM SEWER SYSTEM $90,400.00 $25,100.00 $65,300.00
D.PAVING
APPROXIMATE QUANTITY UNIT TOTAL TOTAL TOTAL
DESCRIPTION UN1T TOTAL PUBLIC PRIVATE PRICE AMOUNT PUBLIC PRIVATE
6"REINF.CONCRETE STREET PAVEMENT SY 16,967 6,063 10,904 $30.00 $509,006.98 $181,890.00 $327,116.98
ADDL FOR COLORED AND TEXTURED CONC PAVEMEN SY 1,617 1,617 0 $80.00 $129,360.00 $129,360.00 $0.00
6"SUBGRADE PREPARATION COMPACTION ONLY) SY 17,389 6,509 10,880 $2,00 $34,778.26 $13,018.00 $21,760.26
6"CONCRETE CURB LF 7,755 3,006 4,749 $3.30 $25,591.50 $9,919.80 $15,671.70
5'SIDEWALK SF 15,000 15,000 0 $4.00 $60,000.00 $60,000.00 $0.00
SIDEWALK RAMPS EA 30 20 10 $1,035.00 $31,050.00 $20,700.00 $10,350.00
REMOVE AND HAUL OFF EXISTING ASPHALT PAVEMEN SY 14,382 5,134 9,248 $8.00 $115,056.30 $41,072.00 $73,984.30
PAVEMENT STRIPING LF 6,600 3,370 3,230 $4.20 $27,720.00 $14,154.00 $13,566.00
FIRELANE STRIPING LF 4,900 2,000 2,900 $4.20 $20,580.00 $8,400.00 $12,180.90
SUB-PAVING $953,143.041 $478,513.80 $474,529.24
Shield Engineering Group,PLLC.
Confidential
C:tUsorslCralg 110esklopMemp from guff dr1velKennedaielcalcs120091115 OTO Page 2 of 4
i
"" THIS ESTIMATE HAS BEEN COMPLETED ON LIMITED INFORMATION AND SHOULD BE USED ""
"` FOR PROJECT EVALUATION ONLY. PRIOR TO MAKING FINANCIAL COMMITMENTS BASED ON
THIS ESTIMATE,THESE NUMBERS SHOULD BE VERIFIED.
PROJECT NAME: 1Cennedale TownCenter
CITY: Kennedale,Texas
DATE: 11116109
FILENAME: QTC 20091115.xis
E.EXCAVATION
APPROXIMATE QUANTITY UNIT TOTAL TOTAL TOTAL
DESCRIPTION UNIT TOTAL I PUBLIC PRIVATE PRICE AMOUNT PUBLIC PRIVATE
STRIP AND STOCKPILE 6"TOPSOIL I CY 1 2,760 730 1 2,030 1 $3.00 $8,280.00 $2,190.00 $6,090.00
EXCAVATION CY 15,000 3,750 11,250 $2.501 $37,500.00 $9,375.00 $28,125.00
SUB-TOTAL EXCAVATION $45,780.00 $11,565.00 $34,215.00
G.OTHER ITEMS TO CONSIDER
APPROXIMATE QUANTITY UNIT TOTAL TOTAL TOTAL
DESCRIPTION UNIT TOTAL PUBLIC PRIVATE PRICE AMOUNT PUBLIC PRIVATE
LANDSCAPE&IRRIGATION ALLOWANCE LS 1 0.25 0.75 $25,000.00 $25,000.00 $6,250,00 $i8,750.00
TRAFFIC CONTROL ALLOWANCE LS 1 1 0 $15,000.00 $15,000.00 $15,000.00 $0.00
SWPPP ALLOWANCE LS 1 0.25 0.75 $45,000.00 $45,000.00 $11,250.00 $33,750.00
GAS CONDUIT LF 460 0 460 $12.00 $5,520.00 $0.00 $5,520.00
ELECTRIC CONDUIT LF 3,280 870 2,330 $12.00 $38,400.00 $10,440.00 $27,960.00
DUMSTER GOURTS EA 5 1 4 $7,500.00 $37,500.00 $7,500.00 $30,000.00
UTILITY COURTS EA 2 0 2 $7,500.00 $15,000.00 $0.00 $15,000.00
TRANSFORMER EA 5 1.25 175 1 $10,000.00 $50,000.00 $52,500.00 $37,500.00
MONUMENT SIGN EA 3 1 2 $10,000.00 $30,000.00 $10,000.00 $20,000.00
WATER TOWER LS 1 0 i 1 $30,000.00 $30,000.00 $0.00 $30,000.00
RELOCATE OVERH EAD UTILITY UNDERGROUND LS 1,350 1,350 0 $475.00 $641,250.00 $641,250.00 $0.00
RELOCATE AND RESTORE HISTORIC SECTION HOUSE LS 1 1 0 $369,000.00 $369,000.00 $369,000.00 $0.00
LIGHTING LS 1 0.25 0.75 $150,000.00 $150,000.00 $37,500.00 $112,500.00
SUSTAINABILITY GRANT LOCAL MATCH LS 1 1.00 0.00 $197,944.00 $197,944.00 $197,944.00 $0.00
DEBT RESERVE FUND BALANCE LS 1 1.00 0.00 $115,000.00 $115,000.00 $115,000.00 $0.00
DEBT ISSUANCE COST LS 1 1 1.001 0.00 1 $52,500.06 $52,500.00 $52,500.00 $0.00
SUB-TOTAL MISCELLANEOUS ITEMS $1,81747 $1,485,134.00 $330,980.00
SUMMARY
A.WATER DISTRIBUTION SYSTEM $46,605.00 $21,370.00 $25,235.00
B.SANITARY SEWER SYSTEM $73,040.00 $38,740.00 $34,300.00
C.STORM SEWER SYSTEM $90,400.00 $25,100,00 $65,300.00
D.PAVING $953,143.04 $478,513,80 $474,629.24
E.EXCAVATION $45,780.08 $11,585.00 $34,215.00
G.MISCELLANEOUS ITEMS $1,817,114.00 $1,486,134.00 $330,980.00
e Shield Englneering Group,PLLC.
I
Confidential
I C:lUserslCraig 11Deskfopllemp from buff drivelKennedalelcaics120091115 QTO Page 3 of 4
*'* THIS ESTIMATE HAS BEEN COMPLETED ON LIMITED INFORMATION AND SHOULD BE USED *'*
** FOR PROJECT EVALUATION ONLY. PRIOR TO MAKING FINANCIAL COMMITMENTS BASED ON *"*
*** THIS ESTIMATE,THESE NUMBERS SHOULD BE VERIFIED. *`*
PROJECT NAME: Kennedale TownCenter
CITY. Kennedafe,Texas
DATE: 11116109
FILENAME: QTO 20091115,XIS
SUBTOTAL: $3,026,082.04 $2,061,422.80 $964,659.24
ENGINEE17INGAND INSPECTION FEES, 12% $363,129.84 $247,370.74 $115,759.11
TOTAL CONSTRUCTION COSTS: $3,389,211.88 $2,308,793.54 $1,080,418.35
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Sh[e€d Engineering Group,PLLC.
Confidential
C:lUserslCraig 11Deaklopltemp from buff drivelKennedalelcalcs1200 91 1 1 5 QTQ Page 4 of 4
TownCenter Kennedale
Oct 2009-Jan 2010
Account OCTOBER I NOVEMBER I DECEMBER JANUARY
INCOME
Rental Income 16,568.00 16,568.00 16,568.00 16,568.00
Tax EsGervvs VV 1,696.001 1,696.00 1,669.00 1,669.00
Insurance Escrows 115.00 115.00 142.00 142.00
CAM Escrows 1,040.00 1,040.00 1,040.00 1,040.00
Security Deposit 0.00 0.001 2,957.00
TOTAL INCOME 19,419.001 19,419.00 22,376.00 19,419.00
EXPENSES
General &Admin.
Property Mngmt 776.76 776.76 500.00 500.00
Office Expenses
Bank Charges
Rental Commissions 3,696.00
Electricity 224.56 197.99 394.46 519.52
Sweeping 300.00 600.00 300.00
Porter service 90.00
Landscape 320.00 640.00 320.00
Fire Sprinkler/Alarm 150.00
Hard Surface Repair
Asphalt
Elec Supplies 60.39 514.86
Mntc Supplies
Roofing Repair 625.38
R&M
TOTAL EXPENSES 2,547.09 6,425.61 1,514.46 1,019.52
NET PROFIT/LOSS 16,871.91 12,993.39 10,861.54 18,399.48
ADJUSTMENTS
Operating Balance 0.0ol 0.00 10,000.0ol 0.00
TOTAL ADJUSTMENTS 0.001 0.001 10,000.00 0.00
StaffReport
To KEDC Board of Directors
Date: February 13, 2010
Agenda Item No: III-C.
Subject: Review and consider action to submit Petition to TDD, Planning and
Zoning Commission, and City Council requesting a portion of Municipal
Drive be vacated and closed.
Originated by: Kathy Turner, City Secretary
Summary: Petition will be provided prior to the meeting.
Recommendation: Move to approve Petition and submit recommendation to TDD, Planning
and Zoning Commission, and City Council requesting a portion of
Municipal Drive be vacated and closed.
Disposition by KEDC Board of Directors:
PETITION
REQUESTING ROAD CLOSURE
TO THE MAYOR AND CITY COUNCIL OF THE CITY OF KENNEDALE, TEXAS,
TARRANT COUNTY, TEXAS:
The undersigned owner of the hereinafter described property, being more particularly described
in Exhibit"A", attached hereto and incorporated herein by reference for all purposes of this Petition,does
hereby petition the City Council to close a portion of the described road in Exhibit "B" known as
Municipal Drive located adjacent to the Kennedale Retail Center located within Kennedale, Tarrant
County,Texas. We the petitioner(s)respectfully represent and allege that the road closure w ill benefit the
TownCenter and TownCenter Development by creating sufficient parking for community special events,
connecting the Municipal Complex with the TownCenter, and creating space for the 9111 Memorial,
and does hereby certify and represent the following:
! 1. The Kennedale Economic Development Corporation owns the property described in Exhibit"A",
and no other entity or person has an ownership interest in said property.
€ 2. Robert P. Mundy certifies that he holds the position of President of the Kennedale Economic
Development Corporation and as such has the authority to sign this petition on behalf of said
corporation.
President,Robert P.Mundy
Kennedale Economic Development Corp.
STATE OF TEXAS
COUNTY OF TARRANI`
This instrument was acknowledged before me on this day of February 2010, by
Robert P. Mundy, President of the Kennedale Economic Development Corporation, a Texas Non-Profit
Corporation, on behalf of said corporation.
Notary Public in and for the State of Texas
(SEAL)
Type or Print Notary's Name
Corninission Expiration
EXHIBIT "A"
An approximately 6.868 acre tract, more particularly described as Lots 1R, 2R, 3R,
4R, 5, 6, 7, and 8, Block A, Kennedale Retail Center Addition, and a 0.781 acre
right-of-way being known as Municipal Drive and being a strip of land located in
the Canzada Rose Survey, Abstract 1285, Tarrant County, Texas, being a total of
l 7.649 acres.
{
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EXHIBIT "B"
METES AND BOUND DESCRIPTION OF
MUNICIPAL DRIVE TO BE CLOSED
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StaffReport F
To the Economic Development Corporation Members
__.:__. ..._l
Date: February 16, 2010 �
Agenda Item No: III-D.
Subject: review and Consider approval of agreement with the City of Kennedale providing for
the transfer of proceeds from the Sale of Certificate of Obligations, Series 2010 for
construction of TownCenter improvements
Originated by: Bob Hart
Summary: In order to obtain cost effective financing for the Kennedale TownCenter, the City
sold Certificates of Obligation. An agreement is needed in order to transfer the proceeds of
the certificates of obligation to the Economic Development Corporation. These funds are
restricted to the public components of the TownCenter project. EDC funds will be used for the
private activity components. City Council approved this agreement at their February 11th
meeting. City Council and the EDC earlier entered into a contract providing for the EDC to
pay for the certificates of obligation debt service. Therefore, this agreement is a
"housekeeping measure" but is necessary in order to authorize the transfer of funds from one
entity to another.
Recommendations: Authorize the President to execute the agreement
4ay, 40 p (W<;-
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AGREEMENT
WHEREAS, on January 14, 2010 the City Council authorized the issuance of City of
Kennedale, Texas Combination Tax and Revenue Certificates of Obligation, Series 2010 ("the
Certificates of Obligation") for the purpose of constructing public improvements in connection
with the development of Kennedale TownCenter; and
WHEREAS, on January 14, 2010 the City Council approved Resolution No. 311
authorizing the execution of a Project Agreement ("the Project Agreement") with the Kennedale
Economic Development,Corporation ("the Corporation") which requires the Corporation to pay
the debt service of the Certificates of Obligation, or any refunding bonds later issued to refinance
the Certificates of Obligation; and
WHEREAS, the City finds it necessary and advisable to enter into an Agreement to
evidence the duties and responsibilities of the respective parties with respect to the Certificates of
ro
vements to be made to the
F Obligation and the financing, construction, and payment of the improvements
Kennedale TownCenter Project.
NOW THEREFORE, in consideration of the covenants and agreements herein made,
and subject to the conditions herein set forth and as set forth in the Project Agreement, the City
and the Corporation contract and agree as follows:
Section 1: INCORPORATION OF PREAMBLES. The preambles of this Agreement and
the Project Agreement are incorporated in and made a part hereof for all purposes.
Section 2: OBLIGATION OF THE CITY TO TRANSFER FUNDS FROM THE SALE
OF THE CERTIFICATES OF OBLIGATION. In return for the Corporation's
agreement to pay the debt service of the Certificates of Obligation,the City agrees
to transfer all proceeds to the Corporation from the delivery of the Certif"rcates of
Obligation. The City agrees to deliver the funds from the delivery of the
Certif cates of Obligation to the Corporation in a timely manner and no later than
seven(7) days from the date of delivery of the Certificates of Obligation.
Section 3: TERM OF THIS AGREEMENT. The term of this Agreement shall be until all
the Certificates of Obligation funds have been transferred to the Corporation. The
Project Agreement, as well as the respective duties of the parties as required by
the Project Agreement, shall remain in effect for the term of the Project
Agreement.
IN WITNESS WHEREOF,the Corporation and the City, acting under authority of their
respective governing bodies, have caused this Agreement to be duly executed in separate
counterparts, each of which shall constitute an original.
Page 1
(02111110)
s-
WITNESS the signatures of the respective parties hereto this the 11th day of February, `-
2010.
THE CITY OF KENNEDALE
By:
Bryan Lankhorst,Mayor
Date: o2-11- ;20/6
KENNEDALE ECONOMIC DEVELOPMENT CORPORATION
By:
Robert Mundy, President
Date:
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Page 2
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Staff Report
I
To the Economic Development Corporation Members
Date: February 16, 2010
Agenda item No: III-E.
Subject: Review and consider action to approve Agreement between Kennedale Economic
Development Corporation and Kennedale TownCenter Development District
Originated by: Bob Hart
Summary: A provision of the TownCenter Development Agreement stipulated that should the
Tarrant County Appraisal District determine that the TownCenter is taxable; the TownCenter
Development District (MMD) would not assess the property because in doing so it would
essentially be double taxation. This agreement has been prepared in order to contractually
obligate both the TownCenter Development District (MMD) and the EDC from requesting and
imposing an assessment should the property become taxable. The TownCenter Development
District will meet on February 23rd to consider this agreement.
Recommendations: Authorize the President to sign the agreement between the EDC and
the Kennedale TownCenter Development District.
M
WCV
AGREEMENT BETWEEN KENNEDALE ECONOMIC DEVELOPMENT
CORPORATION AND KENNEDALE TOWNCENTER DEVELOPMENT DISTRICT
This Economic Development Program Agreement ("Agreement") is made and
entered into by and between the Kennedale Economic Development Corporation
("Corporation"), a nonprofit corporation organized as a Type B Corporation under the
Development Corporation Act of 1979, Tex. Loc. Gov't Code Ann. §§ 505.001 — 505.355
(Vernon Supp. 2008) ("Act"), and the Kennedale TownCenter Development District (the
"District"), a special district created by Subtitle C, Title 4, Special District Local Laws Code,
Sections 3866.001-3866.201, in accordance with Section 52, Article III and Section 59,
Article XVI of the Texas Constitution, for the purposes and considerations stated below:
RECITALS:
WHEREAS, the Corporation owns a certain tract of land in the City of Kennedale,
Tarrant County, Texas, otherwise known as Lots 1 R, 2R, 3R, 4R, 5, 6, 7, and 8, Block A,
Kennedale Retail Center Addition; and
WHEREAS, the Corporation will enter into an Economic Development Agreement
("the Development Agreement"), attached hereto as Exhibit"A"and incorporated herein for
all purposes, a Ground Lease with Purchase Option ("the Lease"), attached hereto as
Exhibit "B" and incorporated herein for all purposes, and a Property Management
Agreement("the Management Agreement")with Kennedale Town Center, L.P.,to develop
the Property as a professional office complex and/or retail shopping center to be known as
Kennedale TownCenter; and
WHEREAS, the District and the Corporation agree that the development of
' Kennedale TownCenter, as hereinafter defined and described and as set forth in Exhibits
"A" and "B", and the expenditures of the District and the Corporation set forth in this
E
Agreement, are suitable or required for the development of a new business enterprise; and
WHEREAS, the Corporation has committed to making certain Public Improvements
to the Property, as described in the Development Agreement; and
E;
i'
WHEREAS, the District has committed to assist the Corporation as hereinafter set
forth, in order to effectuate the intent of the Development Agreement; and
WHEREAS, the Corporation and the District have determined that substantial
economic benefit and the creation of new opportunities of employment will accrue to the
City of Kennedale as a result of the development of the Property including increasing the
taxable value of the Property; directly and indirectly creating additional jobs throughoutthe
City and creating value from the Project that will outweigh the amount of expenditures
required of the Corporation and the District under this Agreement; and
WHEREAS, the District and the Corporation, being desirous of the development and
W:IKennedalelAgreernents\TownCenter MMD and EDC AssessmontAgreement.doc(2112110)
Page 1
` operation of the Property, agree to the following funding and construction arrangement as
hereinafter set forth to aid the Corporation and provide economic development in the City.
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:
9. Authorization.
This Agreement is authorized by Special District Local Laws Code Section 3866.102
which grants the District broad powers to enter into agreements and accept grants and
loans in order to carry out the purposes of the district and Tex. Loc. Gov't Code Ann.
Chapter 505 which authorizes the Corporation to enter into this agreement.
2. Definitions.
Assessment means an amount of money levied on the Property by the District, as
authorized by the District enabling legislation, in an amount not to exceed the total tax rate
that would be owed on the Property if the Property were taxable.
Develo er means Kennedale Town Center, L.P., the partnership responsible for
construction of the Improvements, as defined in the Development Agreement, on the
Property.
Prop means a certain approximate 6.8 acre tract of land located in Tarrant
County, Texas, otherwise known as Lots 1 R, 2R, 3R, 4R, 5, 6, 7, and 8, Block A,
E
Kennedale Retail Center Addition.
Public Improvements means the public infrastructure and other improvements to be
constructed as defined and described in the Development Agreement.
3. Term.
This Agreement shall be effective as of the date of execution by all parties. This
Agreement will terminate upon May 3, 2030. Both parties agree that should the Property
begin being assessed property taxes by the County Tax Assessor, that the Assessments
shall cease and this Agreement shall terminate once all funds attributed to the
Assessments have been transferred to the Corporation, except that the District's promise
to cease Assessments on the Property shall continue as long as the District is in existence.
W:1 Kennedale\Agreements\TownCenter MMD and EDC Assessment Agreement.doc(2/12110) page 2
4. Covenants and Duties of Cor oration.
(a) The Corporation agrees that the District may levy Assessments on the
Property for the purpose of raising funds on behalf of the Corporation to pay
for the Public Improvements.
(b) The Corporation agrees to pay the Assessments by the deadline forwhich a
property tax would be due if tax was levied on the Property by the County
Tax Assessor. The Corporation acknowledges that the Assessments are to
be paid by the Developer to the Corporation in accordance with the terms of
the Development Agreement and Ground Lease between the Developer and
the Corporation.
(c) The Corporation agrees that the funds collected by the Corporation attributed
to the Assessments from the Developer will be turned over to the District on
or before January 31 st of each year.
E
(d) The Corporation agrees that the proceeds of the Assessment provided under
F this Agreement shall be used only for the purpose of financing and/or
maintaining the Public Improvements, to facilitate the development and use
of the Property as a professional office complex and/or retail shopping center
in accordance with the Development Agreement.
5. Covenants and Duties of District.
(a) The District acknowledges that the Assessments provided by this Agreement
are for the purposes of promoting the development of the Property owned by
the Corporation and providing jobs and other economic development benefits
to the City of Kennedale consistent with this purpose. The District agrees
that the proceeds of the Assessment provided under this Agreement shall be
used only for the purpose of financing and/or maintaining the Public
Improvements, to facilitate the development and use of the Property as a
professionsl office complex and/or retail shopping center in accordance with
the Development Agreement.
(b) The District agrees that upon request of the Corporation, the District shall
promptly remit payments directly to contractors or other service providers for
expenses incurred related to the construction of the Public Improvements,in
an amount not to exceed the amount collected by the Corporation from the
Developer from Assessments by the District. With the permission of the
Corporation, the District may withhold payments under the contracts for
Public Improvements where authorized under such contracts.
W:1 Kenneda[e\Agreements\TownCenter MMD and EDC Assessment Agreement,doc(2/12110) page 3
F " (c) The District shall, upon request of the Corporation, transfer any funds W
attributed to the Assessments to the Corporation within seven (7)days of the
request.
(d) If any funds attributed to the Assessments have not been expended in
accordance with Section 5(b)or 5(c) by the District by December 31 st of any
given year, the District shall, as soon as practicable,transfer all said funds to
the Corporation.
(e) The District agrees that it will cease assessing the Property immediately
upon being informed by the Corporation that the Property is on the tax rolls
and is currently being assessed property taxes by the Tarrant Appraisal
District.
(f) The District agrees that the Corporation shall be exclusively responsible for
all decisions necessary to construct the Public Improvements, including, but
not limited to the selection of contractors to perform the construction.
(g) The District agrees not to interfere with the construction of the Public
Improvements.
(h) The District agrees that the Assessments levied on the Property shall not
exceed the total amount of taxes that would be assessed on the Property if
the Property were determined to be taxable by the County Appraisal District.
{i} The District agrees to waive any portion of the Assessments not payable to
the Corporation by the Developer and relieve the Corporation from the
requirement to pay the Assessment for any portion of the Assessment not
paid by the Developer.
(j) The District agrees the Assessments will be billed to the Corporation on the
same schedule as the County Tax Assessor bills property taxes.
6. Default.
If a party should default(the"Defaulting Party")with respect to any of its obligations
hereunder and should fail, within thirty (30) days after delivery of written notice of such
default from the other party(the "Complaining Party")to cure such default,the Complaining
Party, by action or proceeding at law or in equity, may be awarded its damages and/or
specific performance for such default.
7. Mutual Assistance.
The District and the Corporation shall do all things necessary or appropriate to carry
out the terms and provisions of this Agreement and to aid and assist each other in carrying
out the terms and provisions.
W:1 Kennedale\Agreements\TownCenter MMD and EDC Assessment Agreement.doc(2112110) Page 4
is
8. Representations and Warranties.
The District and the Corporation each represent and warrant to the other that it is
authorized to enter into this Agreement and that it will not violate any federal, state or local
laws fulfilling its obligations under this Agreement.
9. Section or Other Headings.
Section or other headings contained in this Agreement are for reference purposes
only and shall not affect in any way the meaning or interpretation of this Agreement.
10. Entire Agreement.
This Agreement contains the entire agreement between the parties with respect to
the transaction contemplated herein.
11. Amendment.
This Agreement may only be amended, altered, or revoked by written instrument
sig ned by and the
District.
Y the Corporation
12. Successors and Assigns.
This Agreement shall be binding on and inure to the benefit of the parties and their
E respective successors and assigns.
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13, Notice.
Any notice and/or statement required and permitted to be delivered shall be deemed
delivered by depositing same in the United States mail, certified with return receipt
requested, postage prepaid, addressed to the appropriate party at the following addresses,
or at such other addresses provided by the parties in writing:
Corporation: Kennedale Economic Development Corporation
Attention: Executive Director
405 Municipal Drive
Kennedale, Texas 76060
District: Kennedale TownCenter Development District
Attention: Executive Director
405 Municipal Drive
Kennedale, Texas 76060
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14. Interpretation.
Regardless of the actual drafter of this Agreement, this Agreement shall, in the
event of any dispute over its meaning or application, be interpreted fairly and reasonably,
and neither more strongly for or against any party.
18. Applicable Lava.
This Agreement is made, and shall be construed and interpreted under the laws of
the State of Texas and venue for any action involving the interpretation or enforcement of
this Agreement shall lie in Tarrant County, Texas.
16. Severabilit .
In the event any provision of this Agreement is illegal, invalid, or unenforceable
under present or future laws, then, and in that event, it is the intention of the parties hereto
that the remainder of this Agreement shall not be affected thereby, and it is also the
intention of the parties that in lieu of each clause or provision that is found to be illegal,
invalid, or unenforceable a provision be added to this Agreement which is legal, valid and
enforceable and is as similar in terms as possible to the provision found to be illegal, invalid
or unenforceable.
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17. 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.
18. No Joint Venture.
Nothing contained in this Agreement is intended by the parties to create a
partnership or joint venture between the parties.
KENNEDALE ECONOMIC DEVELOPMENT CORPORATION
By:
Date:
KENNEDALE TOWNCENTER DEVELOPMENT DISTRICT
By:
Date:
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StaffReport
i F
To the Economic Development Corporation Members
Date: February 16, 2010 p a
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Agenda Item No: Ill-F.
Subject: Review and consider action to authorize President to execute the Ground Lease for
development of the Kennedale TownCenter
Originated by: Bob Hart
Summary: The EDC Board previously authorized the President to execute the ground lease
for development of the Kennedale TownCenter. Although the agreement has not substantially
changed from what was approved; there has been a substantial amount of time that has
passed and I felt it would be preferable to review the agreement one last time prior to final
approval. The city attorney is currently finalizing the agreement.
Recommendations: Authorize the President to sign the ground lease for develo ent of fihe n
TownCenter. '� C, r'�0f w G�
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GROUND LEASE
STATE OF TEXAS §
COUNTY OF TARRANT §
This lease(the "Lease") is made by and between the Kennedale Economic Development
Corporation, a nonprofit corporation organized as a Type B Corporation under the Development
Corporation Act of 1979, Tex, Loc. Gov't. Code Ann. §§505.001 ---505.355, acting through its
duly authorized president(hereinafter called"Lessor"),and Kennedale Town Center,L.P.,acting
by and through David G. Johnson, Manager of KTC GP, L.L.C. the General Partner the
Partnership, the principal office of the Partnership being 3977 Fall Creek Road, Spicewood,
Texas 78669,(hereinafter called"Lessee").
WHEREAS, Lessee wishes to enter into a lease with Lessor to use a parcel of Lessor's
land for economic development purposes;
WHEREAS, pursuant to a separate Economic Development Agreement for the
Development of Kennedale TownCenter ("Economic Development Agreement"), the terms of
which are incorporated herein by reference, Lessee has agreed with Lessor to construct and
operate a retail shopping center and professional office complex to he known as the Kennedale
TownCenter on the land;
WHEREAS,Lessor has determined that it will serve a public purpose to lease such land
to Lessee initially for less than the fair market value rent because the proposed use of the land
will create substantial economic benefit and new employment opportunities for the citizens of
the City of Kennedale;
WHEREAS, capitalized terms contained in this Lease shall have the same meaning as
set forth in the Definitions contained in this Agreement, or where the term is not defined in this
Agreement, the term shall have the same meaning as set forth in the Economic Development
Agreement.
NOW, THEREFORE, in consideration of the mutual promises and covenants herein
contained and other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged,Lessor and Lessee agree as follows:
ARTICLE I.
DEMISE
E
1.01 Leased Premises. Lessor hereby leases to Lessee and Lessee hereby rents from
Lessor upon the terns and subject to the conditions set forth in this Lease,the following property
(hereinafter called "Premises"):
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s' (2 ------------------ -----Page 1---------------- __-..---------------
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ARTICLE IV.
RENTALSPAYABLE
4.01 Lessee agrees to pay Lessor one dollar C$1.00 or year until May 3 2030. This
amount mU be prepaid in the amount of$20.00 for rent for the period of time from the date of
commencement of this Lease until May 3, 2030. Lessee shall prepay said rent upon the
execution hereof. Lessor and Lessee acknowledge that the Premises are being rented to Lessee
for less than fair market rent in consideration of the construction of a facility by Lessee in the
City of Kennedale that will create substantial economic benefit and will provide new
employment opportunities for the citizens of Kennedale.
4.02 Beginning May 4, 2030, and assuming that Lessee has not given notice of its
intent to exercise the Option to Purchase, Lessee agrees to pay monthly to Lessor a fair market
value rental for the remainder of the term of the Lease. The fair market value shall take into
consideration the land and Public Improvements only, and not any Improvements constructed at
Lessee's expense. In determining fair market value, the parties shall first try to reach an
agreement on a fair and equitable number. If the parties are unable to agree, then each party
shall hire a MAT appraiser. Each appraiser shall determine an amount that they believe is the fair
market value, and then the two amounts shall be averaged to determine the actual rental to be
paid hereunder for the next five years. Every five years thereafter, the rental amount shall be
adjusted proportionate to any increase or decrease in rental rates charged by Lessee to its
subtenants.
4.03 All payments shall be made by Lessee to Lessor without notice or demand, at
Lessor's address set forth above. Monthly rental payments shall be due on the 1"day of each
month. If Lessee fails to pay any installment of Rent on or before the 10th day of the month,
Lessee must pay to Lessor, in addition to the installment of Rent,an amount equal to S%of the
past duo installment as additional Rent.
4.04 In addition to the rental in Sections 4.01 and 4.02, Lessee agrees to reimburse
Lessor for all assessments on the Premises levied by the Kennedale TownCenter Municipal
Management District and paid by Lessor. The assessments shall be paid to Lessor after Lessor
sends notice to Lessee, and shall be paid (or reimbursed) by Lessee prior to delinquency in the
same timefi•ame as normal property taxes. The assessment shall become due on a particular lot
only after vertical construction on that lot is complete(i.e., a certificate of occupancy issued by
the City). The amount of the assessment to be paid by Lessee shall be equal to what would have
been paid on that lot for ad valorem property taxes, had the Premises been taxable. Once the
Premises subject to the assessments are purchased by Lessee or other third party, such that the
Premises becomes taxable, the assessment shall no longer be payable. In the event that the
Central Appraisal District determines that the property is taxable,then the assessments shall no
longer be due.
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photographic depiction of nudity, or provision of a service designed or intended to provide
sexual stimulation or gratification.
ARTICLE VIII.
PARKING SPACES
Lessee agrees that all parking spaces located or to be constructed on the Premises and the
Adjoining Property in accordance with the Economic Development Agreement shall be used as
common parking and shall remain open to all visitors of the Premises, the Adjoining Property,
and the City of Is'ennedale Municipal Complex. This common parking covenant shall include a
right of access through the common parking areas. This Article shall not be construed as to
prohibit Lessee from placing reasonable restrictions on the use of parking spaces (such as
designating disabled parking permit spaces);however,no restriction may prohibit the use of any
parking space on the Premises by visitors to the Adjoining Property or the City of Kennedale
Municipal Complex. Notwithstanding anything to the contrary, Lessee may in its discretion
designate up to two spaces per building as dedicated spaces during store hours to facilitate tenant
special parking needs.
ARTICLE IX.
GENERAL PROVISIONS
9.01 Notices. All rent shall be paid or mailed to Lessor at the address set forth below,
and all notices required herein shall be sent to the respective parties by certified mail, return
receipt requested, at the following addresses:
To Lessor: Kennedale Economic Development Corporation
Attention: Executive Director
405 Municipal Drive
Kennedale,Texas 76060
with a copy to: Wayne K. Olson
Taylor,Olson,Adkins,Sralla&Elam,L.L.P.
6000 Western Place,Suite 200
Fort Worth,Texas 76107
To Lessee: Kennedale Town Center,L.P.
Attention:David Johnson
3977 Fall Creek Road
Spicewood,Texas 78669
with a copy to: Alan McGraw
Alan M.McGraw,P.C.
211 Round Rock Avenue
Round Rock,Texas 78664
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Deleted:2
211.10 --- ------ - --- -------------------------------
9.08 Condemnation/Substantial or Partial Taking.
(a) If the Premises cannot be used for the purposes contemplated by this
Lease because of condemnation or purchase in lieu of condemnation, this
Lease will terminate.
(b) Lessee and Lessor will each have a claim to the condemnation award or
proceeds in lieu of condemnation respective to each party's percentage of
interests in the portion of land and improvements that was condemned.
ARTICLE X
INSURANCE
Lessee, at its expense, shall maintain public liability insurance, including bodily injury
and property damage, for the Premises and the conduct of Lessee's business on the Premises.
The insurance must insure against injuries or damages to persons or property sustained on or
about the Premises and the appurtenances thereto, including but not limited to the parking lots,
sidewalks and alleyways adjacent thereto. Lessor must be named as an additional insured who
shall be provided with 30 day notice of cancellation or material change in coverage, with
minimum coverage as follows:
(a) Bodily Injury: $250,000 per person,or
$500,000 per occurrence;and
(b) Combined single limit for bodily
injury and property damage: $1,000,000
Lessee shall deliver certificates of insurance to Lessor before the commencement date of
this Lease, and thereafter when requested. All insurance companies and coverage must be
authorized by the Texas Department of Insurance to transact business in the State of Texas and
must be acceptable to the Lessor
ARTICLE XI.
HOLD HARMLESS
THE LESSEE,IN PERFORMING ITS OBLIGATIONS UNDER THIS LEASE IS ACTING INDEPENDENTLY,
AND THE LESSOR ASSUMES NO RESPONSIBILITIES OR LIABILITIES TO THIRD PARTIES IN
CONNECTION WITH THE LESSEE'S USE OR DEVELOPMENT OF THE PROPERTY,PROJECT OR
IMPROVEMENTS. THE LESSEE ASSUMES RESPONSIBILITY FOR AND AGREES TO INDEMNIFY,
DEFEND,AND HOLD HARMLESS THE LESSOR,ITS OFFICERS,AGENTS,EMPLOYEES,AND
VOLUNTEERS IN BOTH THEIR PUBLIC AND PRIVATE CAPACITIES,FROM AND AGAINST CLAIMS,
SCATS,DEMANDS,LOSSES,DAMAGES,CAUSES OF ACTION,AND LIABILITY OF EVERY HIND,
INCLUDING,BUT NOT LIMITED TO,EXPENSES OF LITIGATION OR SETTLEMENT,COURT COSTS,
CLAIMS FOR COPYRIGHT AND PATENT INFRINGEMENT,AND ATTORNEYS'FEES WHICH MAY
ARISE DUE TO ANY DEATH OR INJURY TO A PERSON OR THE LOSS OF,LOSS OF USE OF,OR
DAMAGE TO PROPER'T'Y,ARISING OUT OF OR OCCURRING AS A CONSEQUENCE OF THE ACTS OR
OMISSIONS OF THE LESSEE AND ITS CONTRACTORS ON THE PROPERTY. NOTWITHSTANDING
ANYTHING TO THE CONTRARY CONTAINED HEREIN,LESSOR WILL FIRST LOOK TO INSURANCE Deleted-2
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If the purchase closes before May 3, 2030, and all Partnership Improvements have been
completed,then the purchase price for the Premises and Lot 1R including the Existing Building 1
shall be the"Unamortized Project Cost"as defined below.
If Lessee exercises the option to purchase and closes prior to or after May 3, 2030, and
all Partnership Improvements have not been completed, then the purchase price shall be the
greater of(a) the"Unamortized Project Cost" or (b)the sum of(i)the fair market value of Lot
IR containing Existing Building 1, plus (ii)
_the fair market value of lots with uncompleted
Partnership Improvements, plus (iii) $1.00 for lots with completed Partnership Improvements,.
Fair market value shall be determined in the same manner set forth above.
The Unamortized Project Cost is the sum of the four cost categories of Lessor as set forth
in Exhibit "B" (that is, Land Cost, Debt Issuance #1, Debt Issuance 92, and Cash Injection,
totaling$4,200,000)attached hereto, amortized using the attached schedules up until the date of
closing. In no event shall any additional amounts be added to the Unamortized Project Cost,the
parties agreeing that$4,200,000 shall be the maximum amount to be amortized.
The Lessee and Lessor shall have the option until May 3 2030 to make additional Public
Improvements to the Premises if mutually agreed to in writing by both arties "Additional
Public Improvements"). If Additional Public Improvements are constructed as mutuallya reed
the cost of the Additional Public Improvements shall be amortized and shall be added to the
purchase price.
13.06 Expiration. The option to purchase the Premises shall expire on May 3, 2030
unless exercised by Lessee prior to that date. Lessor may, at its sole discretion, give written
permission to allow the purchase option to be extended beyond the expiration date.To avoid an
inadvertent failure to exercise the option at such a long period into the future,Lessor agrees that
prior to fair market value rent becoming due, it shall provide a written notice and request to
Lessee to calculate the fair market value of rent, as required by Article 4.02. If such a notice is
given after May 3, 20 Q, then-notwithstanding anything to the contrary, Lessee shall have a ---. Deleted:zo
period of 30 days within which to still exercise the option to purchase.
13.07 Mineral Ri hts: The real estate contract shall provide that Se ller (Lessor)
reserves all oil, gas, and other mineral interests in, under, and that may be produced from the
Property for Seller, Sellers's heirs, successors and assigns forever, but will contain a surface
waiver preventing the surface of the Property from being used for mineral exploration or
production. This reservation includes any existing production or existing lease.
13.08 Municipal Drive. In the event Lessee purchases any portion of the Premises
abutting Municipal Drive,the Lessee shall have no claim of ownership or interest in the land on
which Municipal Drive is located when the right-of-way is abandoned by the City of Kennedale.
13.09 Protection of Existing Buildin 1. In the event of a casualty to Existing
E? Building 1,Lessor agrees to restore it to substantially the same condition prior to the casualty.
Deleted:2
2tt 14
9
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------------ - Pa e '
C °} 8
EXECUTED this-day of ,20JO. --- - -.- Deleted:as
LESSOR:
KENNEDALE ECONOMIC DEVELOPMENT CORPORATION
By:
Robert Mundy,President
ATTEST:
Secretary
LESSEE:
KENNEDALE TOWN CENTER,L.P.,
By: KTC GP,L.L.C.,
Its General Partner
By:
David G.Johnson,Manager
Attest:
Notary Public
Defefed:2
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Staff Report
To the Economic Development Corporation Members
Date: February 16, 2010
Agenda Item No: III-G.
Subject: Review and Consider action to approve Economic Development Agreement for
Development of Kennedale TownCenter
Originated by: Bob Hart
Summary: The EDC Board previously authorized the President to execute the Economic
Development Agreement for development of the Kennedale TownCenter. Although the
agreement has not substantially changed from what you approved; there has been a
substantial amount of time that has passed and I felt it would be preferable to review the
agreement one last time prior to final approval. The city attorney is currently finalizing the
agreement.
Recommendations: Authorize the President to-sign the Economic Development Agreement
for development of the TownCenter. Y
VY
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ECONOMIC DEVELOPMENT AGREEMENT
FOR DEVELOPMENT OF KENNEDALE TOWNCENTER
This Economic Development Agreement("Agreement")is made and entered into by and
between Kennedale Town Center, L.P., ("the Partnership") acting by and through David G.
Johnson,Manager of KTC GP,L.L.C.the General Partner of the Partnership,the principal office
of the Partnership being 3977 Fall Creek Road, Spicewood, Texas 78669, and the Kennedale
Economic Development Corporation ("Corporation"), a nonprofit corporation organized as a
Type B Corporation under the Development Corporation Act of 1979, Tex, Loc. Gov't Code
Ann. §§ 505.001 — 505.355 (Vernon Supp. 2008) ("Act"), for the purposes and considerations
stated below. For convenience,the Partnership and the Corporation may be hereinafter referred
to collectively as"parties"and individually as a"party."
RECITALS:
WHEREAS, the Corporation has purchased certain real property located within the
corporate limits of the City of Kennedale, Texas ("City") (hereinafter referred to as the
"Property„);
WHEREAS, the Corporation has determined and found that the Project and
Improvements,as hereinafter defined and described, and the expenditures of the Corporation set
forth in this Agreement are suitable or required for the development of a new business enterprise
and fall within the definition of a"Project"as defined in the Act;
WHEREAS,the Corporation,after diligent search for a development partner spanning in
excess of two years, requested the Partnership to develop the Property as a multi-use
development to be known as Kennedale TownCenter that will include office and retail uses, as
depicted in the approved plan showing the concept and phasing of the development, attached
hereto as Exhibit"A"(the"Concept I Pleasing Plan");
WHEREAS, the Corporation, having determined that substantial economic benefit and
the creation of new opportunities of employment will accrue to the City as a result of the
FPartnership's development and operation of the Improvements, desires to have the Partnership
construct the Improvements and operate and/or lease the Property for the operation of the
Kennedale TownCenter,a retail shopping center and professional office complex.
r
WHEREAS, the Corporation has determined that the Partnership's development and
E' operation of the Improvements will eventually, after exercise of the option to purchase, increase
the taxable value of the Property and will directly and indirectly result in the creation of
additional jobs throughout the City,the value of which will outweigh the amount of expenditures
required of the Corporation under this Agreement;
WHEREAS, the Corporation, in order to encourage the development and operation of
the Property, desires to lease the Property to the Partnership to develop as hereinafter set Earth,
and to extend an option to the Partnership to purchase the Property upon completion of the
Project or as phases of the Project are completed,in the discretion of the Corporation;
ECONOMIC DEVELOPMENT AGREEMENT PAGE I OF Ib
(2t11_IO)-- ----------------------------- =
Municipal Management District by the Texas Legislature.
"EDC Board"means the board of directors of the Corporation.
"Existing Building 1 Improvements" means addition of a fagade to the Existing
Building 1 shown on Exhibit"A".
"Force Majeure" means an event or circumstance which prevents one party from
performing its obligations under this Agreement, which event or circumstance is not within the
reasonable control of, or the result of the negligence of, the party claiming Force Majeure, and
which,by the exercise of due diligence,the party claiming Force Majeure is unable to overcome
or avoid or cause to be avoided. Force Majeure includes, but is not limited to: acts of God, fire,
flood,hurricane,tornado, earthquake,war,and terrorism.
"Ground Lease" means that certain 45 year ground lease pursuant to which the
Corporation leases portions of the Property to the Partnership, the form of which is attached
hereto as Exhibit`B" and incorporated herein for all purposes. The Ground Lease will contain a
Purchase Option granting the Partnership the right to purchase the Property at the completion of
the Project, or in the discretion of the Corporation,portions of the Project as they are completed.
Any sale of the Property pursuant to the Purchase Option will exclude mineral interests which
will be retained by the Corporation, but will contain a surface waiver preventing the surface of
the Property from being used for mineral exploration or production.
"Improvements" means collectively, the Partnership Improvements, the Public
Improvements, the Existing Building 1 Improvements, the Municipal Drive Improvements and
the Lot 8 Improvements.
"Lot 8 Improvements" means the building to be relocated and/or constructed and the
Public Improvements and public market area to be constructed on Lot 8, as depicted on Exhibit
"A",by the Corporation.
"Municipal Drive Improvements"means the parking improvements to Municipal Drive
(which is owned by the City)as depicted on Exhibit"A".
"Partnership Improvements" means the construction of six additional structures
labeled on Exhibit"A" as Buildings 2 through 7. The sizes and phasing of such buildings is set
forth in Paragraph 4(b)below.
"Partnership" means Kennedale Town Center, L.P. a Domestic Limited Partnership
organized under the laws of Texas.
"Payment Bond" means a bond executed by the Partnership to the Corporation in an
E. amount equal to one hundred percent(100%) of the total cost of the Partnership Improvements,
j guaranteeing payment for all labor, materials and equipment used in the construction of the
Improvements.
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ECONOMIC DEVELOPMENT AGREEMENT PAGE 3 OF 16
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(1) Engage civil engineers and other qualified consultants for platting,zoning,
geoteehnical, utility, drainage, access, landscape and irrigation, and parking lot design on the
Property as necessary and desirable to allow development of the Improvements in accordance
with the Approved Plans and the Concept / Phasing Plan. The Partnership agrees and shall
include in any agreement with the engineer that the Corporation shall be entitled to receive all
work product of the engineer related to the Project and shall be entitled to use all work product of
the engineer for any purpose related to the Project.
(2) Engage an architect to design the Concept/Phasing Plan.
(3) Execute the Payment Bond. The Partnership agrees no construction will
commence on Partnership Improvements until the Payment Bond has been executed and a copy
has been provided to the Corporation. The Payment Bond is only necessary for that phase or
phases about to be constructed.
(4) Provided the Corporation is in compliance with Section 7 of this
Agreement, commence fagade improvements (in accordance with the Approved Plans) of
Existing Building 1 when the funding is made available by the Corporation, and Substantially
Complete construction of the fagade improvements within 180 days of commencement.
(5) Substantially Complete the construction of each building in accordance
with the Approved Plans and the Phasing Chart contained in Par.4(b)below. Construction shall
include demolition of certain structures currently on the Property, but no demolition shall occur
until the necessary improvements have been completed and are prepared to allow tenants
currently in the existing structures to be relocated to those improvements.
(6) When the Corporation notifies the Partnership that it has funds available
for the Lot 8 Improvements and Municipal Drive Improvements, then the Partnership will
construct such improvements if requested. In such event,the Partnership will be paid a fee equal
to 10%of the total cost of the Lot 8 Improvements and Municipal Drive Improvements.
(7) Construct the Improvements in compliance in all material respects with all
applicable local ordinances and state and federal law.
(8) Operate the Improvements or lease the Improvements for use as a retail
space or office space pursuant to the Property Management Agreement for the entire term of this
Agreement.
(9) Enter into and comply with obligations under the Property Management
Agreement with the Corporation to manage the existing structures on the Property and the
Improvements, once built. The Partnership agrees to use all commercially reasonable efforts
applicable to projects similar in nature,market type, and market share to the Project to keep the
lease portions of the Property as fully leased as is commercially reasonable,at all times.
(10) Comply with all obligations imposed under the Ground Lease.
� Deleted:2
ECONOMIC DEVELOPMENT AGREEMENT PAGE 5 OF 16
{
` Improvements Phasing Chart
Building to be Minimum Commencement of Estimated
Phase Constructed Size(sa ft Construction Construction Costs
1 (Existing Building 1) NIA NIA NIA
2 5 8,820 2011 $882,000
3 7 7,620 2012 $762,000
4 4 4,500 2013 $450,000
5 3 9,810 2014 $981,000
6 2 6,960 2015 $696,000
7 Section House NIA NIA NIA
8 6 6,600 2022 $660,000
(c) For the consideration recited above in Paragraph 4(a), in the event the Partnership
obtains financing from any source to construct the Partnership Improvements, the Partnership
further covenants and agrees that no lien will be allowed to attach to the Property nor will the
Partnership otherwise encumber the Property. Any documents executed by the Partnership that
result in the creation of a lien shall provide that such lien may only attach to the Partnership's
leasehold interest and/or rents due to the Partnership pursuant to the Ground Lease and shall in
no event apply to the Property or the Corporation's interest in this Agreement. The Partnership
further agrees that no lien that attaches to the leasehold estate shall be obtained in excess of the
cost of designing and constructing the Partnership Improvements.
(d) The Partnership additionally covenants and agrees that it will be solely
responsible and liable for any labor or materials furnished for the construction of the Partnership
Improvements and that no mechanic's or other lien for any such labor or materials shall attach to
or affect the Property or the estate or interest of the Corporation in and to the Property. The
Partnership shall provide in all agreements executed by any contractor or subcontractor and all
others who will furnish plans, labor or materials in connection with work on the Property that
any mechanic's or materialmen's lien which may arise from such person furnishing labor or
materials with respect to any such work shall apply only to the Partnership's leasehold interest
hereunder and shall in no event apply to the Property or the Corporation's interest in this
Agreement.
(e) Whenever and as often as any lien shall be filed against the Property,based upon
any act or interest of the Partnership or of anyone claiming through the Partnership, the
Partnership shall take such action by bonding, deposit or paying any sum of money required to
discharge any such lien. In such event, and provided the Partnership has not so acted for thirty
(30) days after notice from the Corporation to the Partnership, the Corporation may pay the
amount of such lien or discharge the same by deposit, and the amount so paid or deposited shall
be immediately due and owing by the Partnership to the Corporation.
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ECONOMIC DEVELOPMENT AGREEMENT PAGE 7 OF 16
f
(2,#U-19)---------------------------------
I
Improvements directly to the contractors, and will not allow any liens to be placed on the
Property.
e The Public Im rovements within the Munici al Drive ri ht of wa that are _.. Deleted:(e)-Tha Corporation may
p p g y contract with the Partnership as
designed in direct support of each of Phases 5, 6, & 7 must be constructed prior to or construction manager to conduct the Lot
simultaneously with construction of each said phase. S Improvements and Municipal Drive
Improvements. The Corporation agrees
to compensate the Partnership for
[ �{� The Cq oration a Lees to enter into and cam 1 with a Ground Lease (with services asconstuction manager for the
[ J_----- p p-------------------------------------`---- 1 Lot8ImprovementsandMunici al Drive
Purchase Option) with the Partnership, 1n the form attached hereto as Exhibit B . The p
p ) P Improvements in an amount of 10%of
Corporation will lease to the Partnership the land necessary to construct Buildings 2 through 7 in the actual costs of said improvements
the amount of$1.00 one dollar)per year for the first 20 ears of the term of the Ground Lease. (including the Public Improvements
l� }� y associated therewith)to be paid in
However, the rent will increase to the fair market value at the end of the 20 year period if the monthly installments as work progresses
Partnership oes not exercise its option to purchase. During the term of the Ground Lease, all upon the submission a the Corporation
p ll p p+ ofsatisfactory documentation evidencing
rents on Buildings 2 through 7 will be paid to the Partnership. Rents from Existing Building 1 the expenditures for the construction,
and the Lot 8 Improvements will be retained by the Corporation. Further,rents from all existing
tenants will be retained by the Corporation until the tenants are relocated into the Partnership ;' Deleted:f
Improvements. Deleted:
W The Corporation agrees to subsidize the rents of certain tenants that will occupy -.-- Deleted:h
Buildings to be constructed on the Property by the Partnership. The tenants to which this
subsection applies are Chicken Express, Ace Cash, Subway and any other tenant occupying
existing buildings on or after the effective date of this Agreement which were required to
relocate due to demolition of buildings in order to construct the Improvements related to this
Project. The Corporation agrees to pay the Partnership an amount ("the Rent Subsidy") to be
determined by calculating the difference between the stated base rental of$24 per square foot for
Buildings 4,5,6,&7 and the amount per square foot paid by the existing tenants on the effective
date of this Agreement. The Rent Subsidy shall be paid to the Partnership monthly on the 1st
day of the month beginning the first month that the tenants to whom this subsection applies are
required to relocate due to the Project, and shall continue during the primary term of such leases
plus any exercised extensions. The Partnership will pay the first $30 per square foot of tenant
finish out expenses and the Corporation will pay the difference, subject to prior approval by the
EDC Board. The Corporation will pay for the relocation expenses. The tenant finish out and
relocation costs paid by the Corporation will be considered part of the Project Costs as defined in
the Ground Lease,
0) The Corporation agrees to execute a Property Management Agreement-with-the _ - Deleted:i
Partnership for the management of the existing structures on the Property upon execution of this
Agreement. The form of the Property Management Agreement is attached hereto as Exhibit"C". _ Deleted:D
Q The Corporation will use its resources and best-efforts to help-support the Project and the leasing Gf space.
(�) The Corporation will execute a mutually agreeable reciprocal access easement on Deleted:k
the Property so that all phases of the Project will have access to the Public Improvements.
Deleted:2
ECONOMIC DEVELOPMENT AGREEMENT PAGE 9 OF 16
(2-.?-gip)------
OTHER RESPONSIBLE THIRD PARTIES IN EXERCISING THEIR RIGHTS PROVIDED
HEREIN.
10. Access to Information.
The Partnership agrees to provide the Corporation access (at its sole expense) to
information related to the construction of the Improvements during regular business hours upon
reasonable notice.
11. Default.
(a) In the event of a default by the Partnership with respect to any of its obligations
hereunder, and the failure, after delivery of written notice of such default from the Corporation,
to cure such default,then the Corporation may take the following action(s):
(1) The Corporation may terminate this Agreement and the Ground Lease and
pay the Partnership the "Termination Purchase Price" for its interest in this Agreement, the
Ground Lease, and the Partnership Improvements. The "Termination Purchase Price" is the
lesser of(i) the Partnership's cost of designing and constructing the Partnership Improvements
actually constructed plus 10%; or (ii) the Fair Market Value of such improvements, as
determined by the same method set forth in the Ground Lease for determining fair market value
of rent. However, in no event shall the Termination Purchase Price be less than any outstanding
loan on the Partnership's leasehold estate acquired to design and construct the Partnership
Improvements. In the event the Partnership has an outstanding lien secured by the leasehold
estate,or any other outstanding liens on the property,then a portion of the Termination Purchase
Price shall be paid to the lender to satisfy such lien.
(2) In the event all buildings are not completed by May 3, 2030, and
regardless of whether the Partnership has been paying Extension Rent, the Corporation may
provide the Partnership with a "20 Year Default Notice". In such event, the Partnership must
purchase from the Corporation(i)all completed phases of the project for$1.00;plus(ii)Existing
Building I for its fair market value as determined by the same method set forth in the Ground
Lease; plus (iii) all uncompleted phases of the project for its fair market value as determined by
the same method set forth in the Ground Lease. However, in no event shall the purchase price be
less than the Corporation's"Outstanding Amortized Debt"as attached to the Ground Lease. The
purchase shall be on the same terms and conditions as the Option to Purchase set forth in the
Ground Lease, except that the purchase price shall be as set forth herein, and the purchase must
be closed within 90 days from the 20 Year Default Notice. If the Partnership fails to purchase
the property as set forth herein,then the Corporation may exercise the remedies set forth in Par.
11(a)(1)above.
(3) If the Partnership is unable to make any payments to the bank on loans for
or liens against any completed or partially completed Improvements,upon notice of default from
the bank,the Corporation shall have a first right of refusal to purchase any completed or partially
completed Improvements and cure defaults on the bank loans, subject to the terms agreed to by
Deleted.2
ECONOMIC DEVELOPMENT AGREEMENT PAGE I I OF 16
(2`l]-IOC--------------------- -----
receipt of notice. Furthermore,no remedy shall be taken following such 30 day period provided
the defaulting party is diligently pursuing action to come into compliance.
c
(d) Prior to either party exercising the remedies hereunder(except for an extension of
time for performance or some agreed resolution),the parties agree to participate in a mediation to
attempt to reach a satisfactory resolution of the issues. The cost of such mediation shall be borne
equally by the parties. The non-defaulting party must send a request for mediation to the
defaulting party prior to exercising any remedies. That request may be simultaneous with the
notice and opportunity to cure. If the defaulting party refuses to participate in a mediation within
30 days of receipt of a request for mediation by the non-defaulting party,then the non-defaulting
party is free to pursue available remedies(assuming the time period for notice and opportunity to
cure has passed,)
(e) An event of default hereunder shall mean:
(1) The party fails to comply with any obligation it has under this Agreement
or the Ground Lease;
(2) The party fails to comply with any term of this Agreement or the Ground
Lease,subject only to delays caused by Force Majeure;
(3) An occurrence of an Event of Bankruptcy or Insolvency. For purposes
hereof, an"Event of Bankruptcy or Insolvency"shall mean if the party makes an assignment for
the benefit of creditors; or a receiver shall be appointed for any of the assets of the party and
such appointment is not terminated within ninety (90) days after such appointment is initially
made, or the party is the subject of a bankruptcy or other insolvency proceeding and such
proceeding shall not be dismissed within ninety(90)days after the filing thereof.
12. Mutual Assistance.
The Partnership and the Corporation shall do all things reasonably necessary or
appropriate to carry out the terms and provisions of this Agreement and to aid and assist each
other in carrying the terms and provisions.
13. Representations and Warranties.
The Partnership represents and warrants to the Corporation that it will not knowingly or
intentionally violate any federal, state or local laws in operating the Project and that all proposed
Improvements shall conform to the applicable building codes, zoning ordinances and all other
ordinances and regulations.
14. Section or Other Headings.
Section or other headings contained in this Agreement are for reference purposes only
and shall not affect in any way the meaning or interpretation of this Agreement.
Deleted:2
ECONOMIC DEVELOPMENT AGREEMENT PAGE 13 OF 16
with a copy to: Wayne K.Olson
-' Taylor,Olson,Adkins, Sralla&Elam,L.L.P.
6000 Western Place, Suite 200
Fort Worth,Texas 76107
20. Applicable Law.
This Agreement is made, and shall be construed and interpreted under the laws of the
State of Texas. In any proceeding brought for the enforcement or interpretation of this
Agreement,venue shall lie in Tarrant County,'Texas.
21. Severability.
In the event any provision of this Agreement is illegal, invalid, or unenforceable under
present or future laws,then, and in that event, it is the intention of the parties that the remainder
of this Agreement shall not be affected thereby, and it is also the intention of the parties that in
lieu of each clause or provision that is found to be illegal, invalid, or unenforceable a provision
be added to this Agreement which is legal, valid and enforceable and is as similar in terms as
possible to the provision found to be illegal,invalid or unenforceable.
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.
23. No Joint Venture.
Nothing contained in this Agreement is intended by the parties to create a partnership or
joint venture between the parties,
24. Compliance with Texas Government Code Chapter 2264.
In compliance with Texas Government Code Chapter 2264, the Partnership certifies it
does not and will not and its branches divisions or departments of the Partnership does not and
will not knowingly employ an undocumented worker as defined in Chapter 2264. IF after
receiving a public subsidy, the Partnership, or a branch division or de artment of the
Partnership, is convicted of a violation under 8 U.S.C. Section 1324a the Partnership shall
repay the amount of the public subsidy with interest, at the rate and according to the other terms
provided below, not later than the 120'x`day after the date the public agency, state or local taxing Formatted:superscript
jurisdiction, or economic development corporation notifies tll-e Partnership ofthe.violation. The
rate of interest shall be 6%per annum.and shall be due at the time the repayment of the subsid
is due.
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ECONOMIC DEVELOPMENT AGREEMENT PAGE 15 OF 16
�Z 1 10�- ------------------
c
Staff.Report
I
To the Economic Development Corporation Members E
Date: February 16, 2010
Agenda Item No: 111-H.
Subject: Review and Consider action to authorize president to execute a Management Lease
for Management of the Kennedale TownCenter
Originated by: Bob Hart
Summary: Following the termination of the management agreement with Quine &
Associates, staff has been working with Cypress Properties on an interim basis to assist the
city staff with management of the TownCenter. The original agreement envisioned that
Cypress Management would manage all of the properties within the TownCenter, in order to
closely coordinate leasing and maintenance of the properties.
Recommendations: Authorize the President to execute a Management Lease for the
management of the Kennedale TownCenter.
�A 4 6v�
REAL ESTATE CONTRACT OF SALE
STATE OF TEXAS §
COUNTY OF TEXAS §
THIS REAL ESTATE CONTRACT OF SALE ("Contract") is entered into by and
between Kennedale Economic Development Corporation, a nonprofit corporation organized as a
Type B Corporation under the Development Corporation Act of 1979, Tex. Loc. Gov't Code
Ann. §§ 505.001 ---- 505.355 (Vernon Supp. 2008) {"Act"), whose address is 405 Municipal
Drive, Kennedale, Texas 76060, hereinafter referred to as "Seller," and Fallen Heroes Memorial
Foundation, a Texas Non-Profit Corporation, whose address is 4424 Shady Elm Drive,
Mansfield, Texas 76063, hereinafter referred to as "Purchaser."
DEFINITIONS
"Effective Date" shall mean 72010.
"Memorial" shall mean the monument or monuments to be constructed by Purchaser on the
Property, including all sculptures and plaque walls, to commemorate members of all branches of
the United States military who died in Operations Iraqi Freedom, Enduring Freedom, Desert
Shield, and Desert Storm.
"Substantial Completion" shall mean the stage in the progress of the work on the Memorial
when the work is sufficiently complete so that Purchaser can occupy or utilize the Memorial for
its intended use.
WITNESSETH:
FOR AND IN CONSIDERATION of the promises, undertakings, and mutual covenants
of the parties herein set forth, and subject to the terms and conditions hereof, Seller hereby
agrees to sell and Purchaser hereby agrees to purchase and pay for all that certain property
hereinafter described in accordance with the following terms and conditions:
1. Property. The property to be conveyed by Seller to Purchaser upon Substantial
Completion of the Memorial shall be comprised of the following:
12.39 acres, more or less, out of the [ ]Survey, and situated
along Bowman Springs Road, Kennedale, Texas 76060 and more particularly
described in Exhibit"A" hereto,SAVEAND EXCEPT any mineral interests which
shall be retained by the Seller.
2. Purchase Price, Conditions of Sale, Construction on the Property. The purchase
price ("Purchase Price") to be paid by Purchaser to Seller for the Property shall be the sum of
Seven Hundred Ninety-Five Thousand Dollars and No Cents ($795,000.00). The Purchase Price
shall be payable to Seller in cash within eighteen (18) months of the Effective Date. Purchaser
shall not commence construction on the Property until the Purchase Price has been paid in full.
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? provided herein shall be considered to be "Permitted Exceptions." Notwithstanding the
foregoing, under no circumstances shall Purchaser be required to object to any existing liens
reflected in the Title Commitment or other matters shown on Schedule "C" thereto, all of which
(except for lien or liens for taxes not yet due and payable) shall be released or satisfied by Seller
at its expense prior to Closing.
4. Inspection Period.
(a) Purchaser shall have until 5:00 p.m., Central Standard Time, on that date
which is sixty (60) days following the Effective Date (the "Inspection Period") within which to
inspect the condition of the Property and to perform such other investigations as Purchaser may
desire in its sole discretion. During the Inspection Period, Purchaser shall be entitled to file
applications with the City of Kennedale, County of Tarrant, and other applicable governing
authorities to plat or replat the Property in a manner acceptable to Purchaser for its proposed
development, and to obtain all development commitments, entitlements, permits, and approvals
as may be deemed necessary by Purchaser in connection with its contemplated use and
development of the Property (all of the foregoing commitments, entitlements, permits, and
approvals set forth hereinabove being collectively referred to herein as the "Approvals"), and
Seller agrees to cooperate with Purchaser and execute such documents as may be reasonably
required in connection with the Approvals. Notwithstanding the foregoing, under no
circumstances shall any such Approvals impose any burden or be binding upon the Property
prior to Closing, nor shall the same impose any cost or liability on Seller, except to the extent
Seller may provide its written consent to the same, which consent shall not be unreasonably
withheld.
(b) Purchaser and its duly authorized agents or representatives shall be
entitled to enter upon the Property at all reasonable times during the Inspection Period in order to
conduct engineering studies, environmental studies, soil tests, and any other inspections and/or
tests that Purchaser may deem necessary or advisable. Purchaser shall indemnify and hold Seller
harmless ftom any against any and all losses, costs and/or expenses that may be incurred by
Seller as a result of any such inspections and/or tests, and if Purchaser fails to close its
acquisition of the Property pursuant to this Contract, Purchaser shall repair any damage to the
Property caused by Purchaser, its agents, contractors, or representatives. In the event that the
inspection conducted pursuant to this paragraph shows any condition to exist in the Property that
is unacceptable to Purchaser, or if Purchaser determines for any reason that the Property is
unacceptable for Purchaser's purposes, in Purchaser's sole discretion, then Purchaser shall be
entitled, as its sole remedy, to cancel this Contract by providing written notice of cancellation to
Seller prior to the expiration of the Inspection Period, whereupon this Contract shall be
terminated. Thereafter neither Seller nor Purchaser shall have any continuing rights or
obligations hereunder other than Purchaser's indemnity of Seller as provided in this paragraph 4.
(c) If Purchaser fails to provide mitten notice of cancellation to Seller prior to
the expiration of this Inspection Period, then the condition of the Property on such date shall be
deemed to be acceptable to Purchaser, and Purchaser shall purchase the Property in such
condition, subject to satisfaction of any remaining conditions to Closing set forth herein.
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contaminations (hereinafter collectively referred to as "Pollutants") on or in the Property and
Seller has complied with all applicable local, state or federal environmental laws and regulations.
To the best of Seller's knowledge there are no wells, underground storage tanks, covered surface
impoundments or other sources of environmental Pollutants or contaminants on the Property.
(2) To the best of Seller's knowledge, prior to Seller's acquisition of
the Property there was no storage, production, transportation, disposal, treatment or release of
any Pollutants on or in the Property.
(h) Condemnation. To the best of Seller's knowledge, there are no pending or
threatened condemnation or similar proceedings affecting the Property.
All of the representations and warranties contained in this paragraph 5 are made by Seller
both as of the Effective Date, and as of the date of the Closing hereunder and are subject to the
disclosures and limitations of paragraph 13 below.
6. Closing. The closing ("Closing") hereunder shall take place at the offices of the
Title Company on a date ("Closing Date") to be chosen by Purchaser after the Purchase Price has
been paid and the Memorial is Substantially Complete which is on or before August 30, 2013.
Unless this Contract is terminated as provided in paragraphs 3(d) or 10. If either party fails to
close the sale by the Closing Date, the nondefaulting party may exercise the remedies contained
in Section 12.
7. Seller's Obliyations at Closing. At Closing, Seller shall furnish or deliver to
Purchaser, at Seller's sole cost and expense, the following:
(a) Deed. A special warranty deed covering the Property, duly signed and
acknowledged by Seller, which Deed shall be in substantially the form promulgated by the State
Bar of Texas, and otherwise acceptable to Purchaser, and shall convey to Purchaser good and
indefeasible fee simple title to the Property free and clear of all liens and other matters affecting
title to the Property except for the Permitted Exceptions. The deed shall contain a right of
reverter that if the Property is not used as a Memorial, the Property shall revert to the Purchaser.
The right of reverter shall terminate upon transfer of the Property to the United States National
Park Service.
(b) Title Policy. An Owner's Policy of Title Insurance (the "Title Policy")
issued by the Title Company, on the standard form in use in the State of Texas, insuring good
and indefeasible fee simple title to the Property in the Purchaser, in the amount of the Purchase
Price, subject only to the Permitted Exceptions, and the standard printed exceptions therein
except:
(1) The exception relating to restrictions against the Property shall be
deleted, except for such restrictions as may be included in the Permitted Exceptions;
(2) The exception relating to standby fees and ad-valorem taxes shall
except only to taxes owing for the current year and subsequent assessments for prior years due to
change in land usage or ownership.
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and one-half of the escrow fees charged by Title Company. Seller and Purchaser shall each be
responsible for the fees and expenses of their respective attorneys. x
(b) Other Income and Expenses. All other income and ordinary operating
expenses for or pertaining to the Property, including, but not limited to, public utility charges,
maintenance and service charges and all other normal operating charges of the Property shall be
prorated as of the Closing Date; provided that Purchaser shall not be obligated for payments
under any management, service or other contractual agreements affecting the Property and the
same shall be terminated prior to Closing unless Purchaser expressly elects to assume the same.
In the event any adjustments pursuant to this paragraph are determined to be erroneous,
then either party hereto who is entitled to additional monies shall invoice the other party for such
additional amounts as may be owing, and such amounts shall be paid within ten (10) days from
the receipt of any such invoice; provided that no amounts may be so billed following the
expiration of one (1) year after the date of Closing. Nothing contained in this subparagraph shall
prevent either party from disputing any claim made by the other party that an adjustment made at
Closing was erroneous, so long as such claim is made within one (1) year following Closing.
To the extent permitted by law, Seller agrees to indemnify and hold Purchaser harmless
of and from any and all liabilities, claims, demands, and expenses, of any kind or nature other
than any rollback taxes, arising or attributable to the period prior to the Closing Date and which
are in any way related to the ownership, maintenance or operation of the Property, and all
expenses related thereto, including, but not limited to, court costs, and attorney's fees.
Purchaser agrees to indemnify and hold Seller harmless of an from any and all liabilities,
claims, demands, and expenses, of any kind or nature, including any rollback taxes, arising or
attributable to the period on or subsequent to the Closing Date and which are in any way related
to the ownership, maintenance, or operation of the Property, including but not limited to, Court
costs and attorney's fees.
10. Condemnation/Casualty.
(a) Condemnation. In the event of any eminent domain taking or the issuance
of a notice of an eminent domain taking prior to Closing, Purchaser shall have the right to
terminate this Contract by giving written notice of such termination to Seller, whereupon this
Contract shall be terminated, and thereafter neither Seller nor Purchaser shall have any
continuing rights or obligations hereunder other than Purchaser's indemnity of Seller as provided
in paragraph 4(b) above. Purchaser must exercise its termination right within fifteen (15) days
after its receipt of written notice from Seller (but in no event later than Closing) advising of such
taking or proposed taking, which notice Seller hereby agrees to give promptly upon notice of
such taking or proposed taking. If Purchaser does not elect to terminate this Contract without
such time period, Purchaser shall be obligated to consummate this transaction, subject to
satisfaction of the conditions set forth herein, for the full Purchase Price (subject to the other
provisions hereof) and Purchaser shall be entitled to receive all eminent domain awards and
Seller shall assign to Purchaser at Closing Seller's rights to such awards.
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representations or warranties of Seller and that it has or by the expiration of the Inspection Period
will have completed its investigation and inspection suitable to satisfy itself regarding the F
condition of the Property, Seller's representations and Seller's warranties. Purchaser hereby
waives all other rights or remedies to which Purchaser may be entitled.
(b) In the event that Purchaser fails to timely comply with all conditions,
covenants and obligations hereunder, except due to a default by Seller, such failure shall be an
event of default by Purchaser, and Seller may exercise the remedies set forth in this paragraph.
If the Purchase Price is not paid to the Seller within eighteen (18) months of the Effective Date,
then this Contract shall terminate immediately and thereafter neither Seller nor Purchaser shall
have any continuing rights or obligations hereunder other than Purchaser's indemnity of Seller as
provided in paragraph 4(b) above.
If construction of the Memorial is not Substantially Complete within forty-two months of
the Effective Date, then the Purchase Price shall be refunded to Purchaser less $295,000.00 as
liquidated damages for the use of the Property. The sum of$295,000 is agreed upon by and
between Seller and Purchaser as liquidated damages due to the difficulty and inconvenience of
ascertaining and measuring actual damages, and the uncertainty thereof, and no other damages,
rights or remedies shall in any case be collectible, enforceable or available to Seller against
Purchaser, and Seller shall accept the $295,000 as Seller's total damages and relief, Seller hereby
waives any other rights or remedies to which it may otherwise be entitled. The foregoing
limitations shall not apply to Purchaser's indemnities pursuant to paragraph 4(b) above.
13. Miscellaneous.
(a) INDEMNIFICATION. THE PURCHASER, IN PERFORMING ITS
OBLIGATIONS UNDER THIS AGREEMENT IS ACTING INDEPENDENTLY, AND THE
SELLER ASSUMES NO RESPONSIBILITIES OR LIABILITIES TO THIRD PARTIES IN
CONNECTION WITH THE PURCHASER'S USE OR DEVELOPMENT OF THE
PROPERTY, THE MEMORIAL, OR OTHER IMPROVEMENTS. THE PURCHASER
ASSUMES RESPONSIBILITY FOR AND AGREES TO INDEMNIFY, DEFEND, AND
HOLD HARMLESS THE SELLER, ITS OFFICERS, AGENTS, EMPLOYEES, AND
VOLUNTEERS IN BOTH THEIR PUBLIC AND PRIVATE CAPACITIES, FROM AND
AGAINST CLAIMS, SUITS, DEMANDS, LOSSES, DAMAGES, CAUSES OF ACTION,
AND LIABILITY OF EVERY KIND, INCLUDING,BUT NOT LIMITED TO, EXPENSES OF
LITIGATION OR SETTLEMENT, COURT COSTS, CLAIMS FOR COPYRIGHT AND
PATENT INFRINGEMENT, AND ATTORNEYS' FEES WHICH MAY ARISE DUE TO
ANY DEATH OR INJURY TO A PERSON OR THE LOSS OF, LOSS OF USE OF, OR
DAMAGE TO PROPERTY, ARISING OUT OF OR OCCURRING AS A CONSEQUENCE
OF THE ACTS OR OMISSIONS OF THE PURCHASER AND ITS CONTRACTORS ON
THE PROPERTY. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED
HEREIN, THE SELLER WILL FIRST LOOK TO INSURANCE COVERAGE PROVIDED BY
THE PURCHASER OR OTHER RESPONSIBLE THIRD PARTIES IN EXERCISING THEIR
RIGHTS PROVIDED HEREIN.
(b) Liens. The Purchaser additionally covenants and agrees that it will be
solely responsible and liable for any labor or materials furnished for the construction of the
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6
(h) Multiple Originals and Counterparts. Numerous copies of this Contract
may be executed by the parties hereto, either together or in counterparts. Each such executed
copy or, if signed in counterparts, such counterparts shall have the full force and effect of an
original executed instrument.
(i) Legal HoIidays_. Notwithstanding anything herein to the contrary, if the
final date of any period, any date of performance or any deadline date which is set forth in this
Contract falls on a Saturday, Sunday, or federal legal holiday, then such date shall be extended to
the next following date which is not a Saturday, Sunday or federal legal holiday.
{j} Binding Effect. This Contract shall be binding upon and shall inure to the
benefit of the parties hereto and their successors and permitted assigns.
(k) Commissions. Seller shall not be responsible for any real estate broker's
or agent's commission on this transaction.
(1) Development of Property. Purchaser acknowledges and agrees that as part "
of the consideration and an incentive for sale of the Property to Purchaser pursuant to this
Contract, the construction and maintenance of the Memorial will serve to stimulate economic
development in the City of Kennedale. Purchaser agrees that if the Property ceases to be used as
the Memorial after the deed is transferred to the Purchaser but before the Property is transferred
to the United States National Park Service, then the Property shall revert to the Seller. The
provisions of this Paragraph shall survive and remain in effect after Closing.
Execution to be effective as of the Effective Date.
SELLER:
Robert Mundy,Executive Director
PURCHASER:
Walter R. Coleman, Chairman
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StaffRonort
To the Economic Development Corporation Members
3
Date: February 16, 2010
Agenda Item No: III-I.
Subject: Review and Consider action to approve Economic development Project Agreement
with United States Fallen Heroes Memorial Foundation
Originated by: Bob Hart
Summary: The staff is continuing to work with the United States Fallen Heroes Memorial
Foundation to secure the location of their planned memorial in Kennedale. The agreement
parameters provide for the sale of 13.29 acres to the Fallen Heroes Memorial Foundation in
tbe--amo-unt-of 95 000. The foun ation would have up to 18 months to p y o
The EDC would retain title to the property until such time that t e memorial has been ui
and is ready to be conveyed to the National Park Service. The City Attorney is finalizing the
agreement.
Recommendations. Authorize the President to sign an Economic Development Agreement
with the United States Fallen Heroes Memorial Foundation
Wo*- n-k v,&
�e�
StaffReport�
To A-EDC Board of Directors
Date: February 13, 2010
Agenda Item No: TIT-J.
Subject: Review and consider action to change date and time of future meetings.
Originated by: Kathy Turner, Secretary
Summary: Discussion will take place to see if there is a need to schedule any upcoming
workshops and/or special meetings, as well as discuss the March 16, 2010
regular meeting date to see if there is a need to reschedule.
ra
L9"Yl
Recommendation:
Disposition by KEDC Board of Directors:
StaffReport
To KEDC Board of Directors
Date: February 13, 2010
Agenda Item No: 1V.
Subject: Staff Announcements/Reports
Originated by: Bob Hail, Executive Director
i
Summary: Board of Directors will receive announcements/reports from the following:
A. KEDC Executive Director
1. Industrial activity:
• 1000 E. Kennedale Parkway
a 705 W. Kennedale Parkway
2. Kennedale TownCenter Activity
• 9-1-1 Monument
,��� ,{
• Section House (� (�
3. 16" Water Line Extension
16"Water/Sewer Line extension for QT -- a, 004-
Cdn ak Crest Development
i Development.Report
Reco
Dispo C Board of Directors: —�}
f
architecture - planning interiordesign r ��
1300 Summit Ave,
Suite 300 February 15, 2010
Fort worth,Tx
78102-4417
p 817.877.0044
t 817.877.0418
www.cmatx.aom
Mr. Bob Hart
City Manager
CITY OF KENNEDALE
405 Municipal Drive
Kennedale, TX 76060
Re: Architectural and Engineering Services
Union Pacific Section House Restoration
Kennedale,Texas
Dear Bob:
We are pleased to present our proposal for restoration of the Union Pacific Section House
in Kennedale, for your review. This proposal is based on a thorough, complete and
historically appropriate restoration, using updated materials and products that will best
represent those used in the original 1886 design and construction of the house.
As we have discussed, the only recognition available through the Texas Historical
Commission would be the Texas Registered Historic Landmark.{RTHL} program. Although
the THC have expressed interest In the project, they normally do not provide such
recognition for buildings that have been relocated from their original site. Although the
RTHL designation might desirable, it is not necessary to the restoration process, and in
fact, would make the restoration more costly.
What we are proposing is a complete and historically appropriate restoration, using
materials that match the original as closely as possible. Properly executed, this approach
will give the City of Kennedale a valuable asset that provides a unique and accurate view
Fort worth.TX of the city's history and railroad heritage. We also feel that the restored Section House will
be a point of significant interest in the City Center development.
Minneapolis,MN Also as we have previously discussed, we intend to provide a design that will allow the
renovated Section House to be used by the Kennedale Chamber of Commerce. At this
Dallas,TX time, we anticipate providing a reception area., an office space, a conference/meeting
space, including a display highlighting the history of the railroad in Kennedale, and a
single-occupant ADA compliant restroom. The restroom will be designed With modern but
Austin,Tx historic-looking plumbing fixtures, The restoration will also feature high-efficiency heating
and air conditioning, historically appropriate lighting, and electrical systems
College Station,TX
Based on this approach to the restoration, we have prepared our proposal outlined in the
attached fee tabulation.
' Kennedale Section House Restoration-Kennedale,TX 16-Feb-10
Architectural and Engineering Fee Tabulation
Item of Work Hours Rate Pee
Investigation Phase
Detailed On-Site investigation (2 people x 3 days) 48.00 85.00 4,080.00
Investigation Phase Project Management 8.00 125.00 1,000.00
Sub Total-Schematic Design 5,080.00
Asaptive Reuse Design Development 24.04 85.00 2,040.00
Design Development Project Management 6.00 125.00 750.00
Design Phase Reviews (2 reviews) 2.00 105.00 210.00
Sub Total-Design Development --- 3,000.00
Production Phase
Coordination and Code Compliance 8.00 105.00 840.00
Construction Drawings Production 160,00 85.00 13,600.00
Specifications 24.00 125.00 3,000.00
Review and Quality Checking 12.00 105.00 1,260,00
Project Management- Production (4 wks @ 4 hrs./Wk.) 16.00 105.00 1,680.00
Sub Total-Production Phase 20,380.00
Pre-Construction Phase
Pre-Construction Phase
Permitting and Approvals 8.00 $ 85.00 $ 1,500.00
Bidding and Negotiation (3wks. @ 3 hrs./wk,) 9.00 $ 105.00 $ 945.00
Value Engineering and Alternatives 6.00 $ 85.00 $ 510.00
Sub Total-Pre-Construction $ 2,955.00
Construction Phase
Construction Phase Site Visits(2 visitslwk, @ 24 weeks) 96.00 85.00 8,160.00
Submittal and Shop Drawing Review 12.00 85.00 1,020.00
Project Management-Construction Phase(6 months) 24.00 105.00 2,520.00
Site Visit- Final Punch List 8.00 85.00 680.00
Sub Total-Construction Phase 12,380.00
Ali Phases
Principal-in-Charge (1 hr.lmonth x 6 months) 8.00 185.04 1,480.00
Clerical (1 hrs./month x 8 months) 8.00 60.00 480.00
Sub Total-Arch ctural Services 46,766.00
Consultant Services ''s
C M ARCMTECTURE,P.A.
2010 Reimbursable Expenses
The following normal reimbursable expenses incurred in the interest of the
project shall be recorded and the Architect compensated.
1. Printing/Reproduction
2. Long Distance Telephone/Fax Communication
3. Mileage(@ prevailing IRS rate)
4. Travel/Sustenance
5. Freight/Postage/Delivery
A multiple of one point one (l.l) times the amount expended by the
Architect,the Architect's employees and/or consultants in the interest of the
Project shall apply.
Staff Report
To KEDC Board of Directors
Date: February 13, 2010
Agenda Item No: V.
Subject: President Announcements/Reports
Originated by: Kathy Turner, KEDC Secretary
Summary: President Announcements/Reports
1. Report agenda items to be posted for future meetings.
Recommendation:
Disposition by KEDC Board of Directors: